SPRINGS INDUSTRIES INC, DEF 14A, 1998-03-09

SPRINGS INDUSTRIES INC
DEF 14A, 1998-03-09
BROADWOVEN FABRIC MILLS, COTTON

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Springs Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

SPRINGS LOGO

March 6, 1998

To Our Shareholders:

On behalf of your Company's Board of Directors, we extend to you an
invitation to attend the Annual Shareholders' Meeting to be held at the
Baxter-Hood Center at York Technical College, Rock Hill, South Carolina, on
Monday, April 20, 1998. Directions are provided by the map on the reverse side
of this statement.

The accompanying Notice of Meeting and Proxy Statement cover the details of
the matters to be presented. These matters include the election of Directors and
ratification of the appointment of the Company's auditors.

A copy of the 1997 Annual Report is included with this mailing.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, WE URGE THAT YOU
PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE. YOUR
VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED.

/s/ Walter Y. Elisha /s/ Crandall C. Bowles

<TABLE>
<S> <C>
Walter Y. Elisha Crandall C. Bowles
Chairman of the Board President and Chief Executive Officer
</TABLE>

Springs Industries, Inc.
205 North White Street, Fort Mill, South Carolina 29715
<PAGE> 3

SPRINGS INDUSTRIES, INC.

205 North White Street
Fort Mill, South Carolina 29715

------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------

TIME........................ 9:30 a.m. E.D.T. on Monday, April 20, 1998.

PLACE....................... The Baxter-Hood Center at York Technical College
Rock Hill, South Carolina.

ITEMS OF BUSINESS........... (1) To elect a Board of eleven Directors.

(2) To vote upon a resolution ratifying the
appointment of Deloitte & Touche LLP as
independent public accountants for the
Company and its subsidiaries for fiscal year
1998.

(3) To transact such other business as may
properly come before the Meeting and any
adjournment thereof.

RECORD DATE................. Holders of Class A Common Stock and Class B
Common Stock of record at the close of business,
March 2, 1998, are entitled to vote at the
Meeting.

ANNUAL REPORT............... The Annual Report of the Company for 1997, which
is not a part of the proxy soliciting material,
is enclosed.

PROXY VOTING................ It is important that your shares be represented
and voted at the Meeting. Please MARK, SIGN,
DATE, AND RETURN PROMPTLY the enclosed proxy card
in the envelope furnished for that purpose. Any
proxy may be revoked in the manner described in
the accompanying Proxy Statement at any time
prior to its exercise at the Meeting.

By order of the Board of Directors,

C. POWERS DORSETT
Senior Vice President -- General
Counsel & Secretary

March 6, 1998
<PAGE> 4

PROXY STATEMENT

MARCH 6, 1998

PROXY SOLICITATION AND
GENERAL INFORMATION

The accompanying proxy is solicited by the Board of Directors of Springs
Industries, Inc., (the Company) for use at the Annual Meeting of Shareholders
(the Meeting) to be held on April 20, 1998, and at any adjournment thereof, at
which shareholders of record at the close of business on March 2, 1998, shall be
entitled to vote. This proxy statement and the proxy card are being mailed to
shareholders on or about March 6, 1998.

On the record date, 12,235,826 shares of Class A Common Stock and 7,270,921
shares of Class B Common Stock were outstanding (collectively referred to as
Common Stock). The Class A Common Stock, which is entitled to one vote per
share, and the Class B Common Stock, which is entitled to four votes per share,
shall be voted together as a single class upon the items scheduled to come
before the Meeting.

In certain situations not expected to come before the Meeting, each class
of Common Stock votes as a separate class. These situations include proposals to
amend the Company's Articles of Incorporation that would change the number of
authorized shares of Class A or Class B Common Stock, change the par value of
either class, adversely alter or change powers, preferences or special rights of
either class, or require class voting under South Carolina law. Also, in the
case of certain business combinations involving the Company and persons or
entities controlling or under common control with the Company, holders of Class
B Common Stock would be entitled to cast only one vote per share.

Solicitation of proxies other than by mail may be made by telephone,
telegraph, or personal interview by officers and employees of the Company who
will not be additionally compensated. The Company has engaged Corporate Investor
Communications, Inc., (CIC) to make arrangements with brokers, nominees,
fiduciaries, and other custodians for distribution of proxy materials to their
principals and to solicit return of proxies from these institutions. The Company
will reimburse these institutions for their expenses in accordance with the
rules of the New York Stock Exchange (NYSE) and will pay CIC a fee of $4,500
plus reimbursement of reasonable expenses for its services. The cost of
soliciting proxies for the Meeting will be borne by the Company.

If a shareholder directs that a proxy be voted in a specific manner or
specifies a choice with respect to a voting matter, the shares will be voted
accordingly. If no such specifications are made, shares represented by each
proxy will be voted FOR the nominees for directors and FOR ratification of the
appointment of Deloitte & Touche LLP. If any other matters or business should
properly come before the Meeting (or any adjournment), the person or persons
acting under the proxy will vote in accordance with his or their judgment. The
Company is not aware of any other matters or business to be presented to the
Meeting.

Shareholders are reminded that they may, if qualified, present resolutions
which, if proper for inclusion in next year's proxy statement, may be considered
at the 1999 Annual Meeting. Any shareholder proposals so submitted must be
received by the Company by November 6, 1998.

Under South Carolina law and the Company's Articles of Incorporation, a
quorum is required to conduct business at the Meeting. A quorum is the presence,
in person or by proxy, of a majority of the votes entitled to be cast at the
meeting. Abstentions, votes withheld from director nominees, and broker
non-votes are counted for purposes of determining a quorum. If a quorum is
present, the eleven nominees receiving the highest number of votes will be
elected directors, and any other matter being voted on at the meeting will be
approved if a majority of

1
<PAGE> 5

the votes cast by shareholders are voted in favor of approving or adopting such
matter. Abstentions and broker non-votes are disregarded in tabulating voting
results.

It is important that your shares be represented at the Meeting. Therefore,
please mark, sign, date, and return the enclosed proxy card promptly to ensure
your shares will be voted. Your proxy may be revoked at any time prior to its
exercise by filing with the Secretary of the Company an instrument of revocation
or a duly executed proxy bearing a later date, or by voting in person at the
Meeting.

DIRECTORS, NOMINEES, AND ELECTION OF DIRECTORS

Pursuant to the Company's bylaws, the Board has established the number of
directors of the Company to be eleven as of the date of the Meeting. Each of the
eleven nominees named below was elected as a director of the Company at last
year's Annual Meeting. Each person has been nominated for election as a director
to hold office until the next Annual Meeting of Shareholders and until a
successor is duly elected and qualified.

Mr. Walter Y. Elisha, who served as Chief Executive Officer of the Company
from April 1981 through December 1997 and who has served as Chairman from
October 1983 to the present, will retire from the Board and the Company in April
1998. The Board wishes to acknowledge its recognition of the outstanding
leadership provided by Mr. Elisha.

Shares represented by the enclosed proxy will be voted FOR the election of
the nominees unless authority is withheld for all or any of the nominees.
Although the Board of Directors does not contemplate that any of the eleven
nominees named will be unavailable for election, if a vacancy should occur, the
proxy will be voted for such substitute nominee or nominees as the Board of
Directors may recommend, or the Board of Directors may reduce the size of the
Board.

Cumulative voting is permitted in the election of directors whereby each
shareholder is entitled to cast the number of votes equal to (i) the number of
votes to which his shares are entitled multiplied by (ii) the number of
directors to be elected. A shareholder may give one nominee all of such votes or
may distribute such votes among the nominees to be elected in such manner as he
may desire.

The following information is submitted respecting the nominees for
election:

<TABLE>
<S> <C>
- --------------------- JOHN F. AKERS, AGE 63, RETIRED CHAIRMAN AND CHIEF EXECUTIVE
OFFICER OF INTERNATIONAL BUSINESS MACHINES CORPORATION. Mr.
- --------------------- Akers served as chairman and chief executive officer of IBM
from 1986 until his retirement in May 1993. A director of
the Company since December 1993, Mr. Akers is also a
director of Hallmark Cards, Inc., Lehman Brothers Holdings,
Inc. (New York), The New York Times Company, PepsiCo., Inc.,
and W. R. Grace & Co., and a member of the U.S. Advisory
Board of Zurich Insurance Company.
</TABLE>

2
<PAGE> 6
<TABLE>
<S> <C>

- --------------------- CRANDALL C. BOWLES, AGE 50, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF THE COMPANY. Mrs. Bowles served as executive vice
- --------------------- president of the Company from April 1992 until January 1997,
when she became president and chief operating officer. She
served in these positions until January 1, 1998, when she
became chief executive officer. A director of the Company
since 1978, Mrs. Bowles served as president of The Springs
Company from 1982 to April 1992. The Springs Company is
owned by Mrs. Bowles and members of her family and provides
management services to certain of its affiliates.

- --------------------- JOHN L. CLENDENIN, AGE 63, CHAIRMAN EMERITUS OF BELLSOUTH
CORPORATION. Mr. Clendenin served as chairman and chief
- --------------------- executive officer of BellSouth from 1984 until December 1996
and as chairman through December 1997. A director of Springs
since 1990, Mr. Clendenin is also a director of Coca-Cola
Enterprises Inc., Equifax Inc., Home Depot Inc., The Kroger
Company, National Service Industries, Inc., RJR Nabisco,
Inc., and Wachovia Corporation.

- --------------------- LEROY S. CLOSE, AGE 47, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF SANDLAPPER FABRICS, INC., A PRINTER AND CONVERTER
- --------------------- OF TEXTILE FABRICS, SINCE 1986. A director of the Company
since 1991, Mr. Close was a vice president in the Company's
former Apparel Fabrics Division from 1983 to 1986. Mr. Close
is a brother of Mrs. Bowles.

- --------------------- CHARLES W. COKER, AGE 64, CHAIRMAN, CHIEF EXECUTIVE OFFICER
AND A DIRECTOR OF SONOCO PRODUCTS COMPANY (INDUSTRIAL AND
- --------------------- CONSUMER PACKAGING). A director of Springs since 1977, Mr.
Coker has served as chairman and chief executive officer of
Sonoco since 1990. Mr. Coker is also a director of Carolina
Power & Light Company, NationsBank, N.A., and Sara Lee
Corporation.
</TABLE>

3
<PAGE> 7
<TABLE>
<S> <C>

- --------------------- JOHN H. MCARTHUR, AGE 63, DEAN OF THE FACULTY, HARVARD
UNIVERSITY GRADUATE SCHOOL OF BUSINESS, FROM 1980 UNTIL HIS
- --------------------- RETIREMENT IN 1995. A director of the Company since 1989,
Dr. McArthur is also a director of AES Corporation, BCE
Inc., Cabot Corporation, Glaxo Wellcome plc, Rohm and Haas
Company, and The Vincam Group, Inc.

- --------------------- ALDO PAPONE, AGE 65, SENIOR ADVISOR, AMERICAN EXPRESS
COMPANY, 1991 TO PRESENT. A director of Springs since April
- --------------------- 1993, Mr. Papone served as chairman and chief executive
officer from 1989 to 1990, and as president and chief
operating officer from 1985 to 1989, of American Express
Travel Related Services Company, Inc. Mr. Papone is also a
director of American Express Company, Guess ?, Inc.,
Hyperion Software Corp., and The Body Shop International
plc.

- --------------------- DONALD S. PERKINS, AGE 70, FORMER CHAIRMAN OF JEWEL
COMPANIES, INC. A director of the Company since October
- --------------------- 1995, Mr. Perkins previously served as a director of the
Company from 1984 to January 1995. He was Chairman of Kmart
Corporation from January 1995 to June 1995. Mr. Perkins is
also a director of Aon Corporation, Cummins Engine Company,
Inc., Current Assets LLC, LaSalle Street Fund, LaSalle U.S.
Realty Income & Growth Fund, Lucent Technologies Inc., The
Putnam Funds, Ryerson Tull, Inc., and Time Warner, Inc.

- --------------------- ROBIN B. SMITH, AGE 58, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
OF PUBLISHERS CLEARING HOUSE. Ms. Smith served as president
- --------------------- of Publishers Clearing House from 1981 to August 1996, when
she was elected Chairman, and has served as its chief
executive officer since 1988. Ms. Smith has served as a
director of Springs since 1993 and is also a director of
BellSouth Corporation, Kmart Corporation, Omnicom Group,
Inc., Texaco, Inc., and two clusters of mutual funds
administered by Prudential Investments Mutual Fund
Management LLC.
</TABLE>

4
<PAGE> 8
<TABLE>
<S> <C>

- --------------------- SHERWOOD H. SMITH, JR., AGE 63, CHAIRMAN AND A DIRECTOR OF
CAROLINA POWER & LIGHT COMPANY SINCE 1980. Mr. Smith served
- --------------------- as chief executive officer of Carolina Power & Light from
September 1979 until October 1996 and as president from 1976
to 1992. A director of Springs since 1991, Mr. Smith is also
a director of Wachovia Corporation and Northern Telecom,
Ltd., and a trustee of Northwestern Mutual Life Insurance
Company.

- --------------------- STEWART TURLEY, AGE 63, DIRECTOR AND RETIRED CHAIRMAN OF
ECKERD CORPORATION (RETAIL DRUG STORES). Mr. Turley has
- --------------------- served as a director of Eckerd Corporation since 1971. He
served as its chief executive officer from 1974 to February
1996, as chairman from 1975 until February 1997, and as
president from 1974 to 1993. A director of Springs since
1984, Mr. Turley is also a director of Sprint Corp.
</TABLE>

5
<PAGE> 9

INFORMATION REGARDING THE BOARD OF DIRECTORS

During 1997, the Company's Board of Directors held seven meetings. To
assist in the discharge of its responsibilities, the Board has established five
committees. All directors attended at least 75 percent of the total number of
meetings of the Board and committees of the Board on which they serve except Mr.
Akers, who because of unavoidable conflicts was unable to attend four of fifteen
meetings. Except for the Audit Committee, these committees do not meet on a
regular basis but only as circumstances require. The Audit Committee(1) which is
responsible for review of the integrity of the Company's financial reporting,
review of its internal controls and recommendation of independent auditors, met
three times during 1997. The Management Compensation and Organization
Committee(2) met five times. This Committee recommends to the full Board the
base salary of the Chief Executive Officer and the President and has
responsibility for approval of compensation arrangements for key executives,
approval of executive compensation plans, ensuring management continuity and
succession, and for recommending a successor to the Chief Executive Officer in
the event of a vacancy. The Executive Committee(3), which is authorized to
discharge certain responsibilities of the Board between Board meetings, did not
meet in 1997. During 1997, the Finance Committee(4), which is responsible for
review of the Company's financial policies and planning, review of methods of
financing and recommendations with respect to acquisitions and divestitures, and
which has certain fiduciary responsibilities under benefit plans, met two times.
The Springs of Achievement Committee(5) met once in 1997 and is responsible for
monitoring the Company's "Springs of Achievement" activities, ensuring that the
values of "Springs of Achievement" are being internalized and sustained, and for
recommending new "Springs of Achievement" initiatives to the Board of Directors.
All of the outside directors function as a committee to nominate candidates for
Board membership. The outside directors will consider any recommendations made
in writing by shareholders respecting possible candidates for the Board of
Directors. Such recommendations should be directed to the Secretary of the
Company.

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

(1) Consisting of Messrs. Clendenin (chairman), Akers, Coker, and Smith and Ms.
Smith.

(2) Consisting of Messrs. Coker (chairman), Akers, Clendenin, and Smith, and Ms.
Smith.

(3) Consisting of Mr. Elisha (chairman), Mrs. Bowles and Messrs. Coker,
McArthur, and Turley.

(4) Consisting of Messrs. McArthur (chairman), Close, Papone, Perkins, and
Turley.

(5) Consisting of Messrs. Turley (chairman), Close, McArthur, Papone, and
Perkins.

6
<PAGE> 10

EXECUTIVE OFFICER COMPENSATION AND RELATED INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of compensation for the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
-------------------------------- ---------------------------------------
AWARDS
OTHER ------------------------- LONG-TERM ALL
ANNUAL RESTRICTED INCENTIVE OTHER
NAME PRINCIPAL POSITION YEAR SALARY BONUS COMP STOCK(2) OPTIONS/SARS PAYOUTS COMP(3)
- ---- ------------------ ---- ------ ----- ------ ---------- ------------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Elisha, W.Y. Chairman of the 1997 $693,756 $1,030,000(5) $65,935(6) 0 35,000 $ 0 $29,278
Board and Chief 1996 667,506 525,000 60,800(6) 0 0 171,617 27,189
Executive 1995 637,503 412,000 0 0 69,000 234,580 24,699
Officer(4)
Bowles, C.C. President and 1997 373,751 150,000 0 0 25,000 0 47,184
Chief Operating 1996 260,004 70,000 0 0 0 34,306 39,706
Officer(4) 1995 243,756 74,000 0 0 37,500 43,516 42,384
Kelbley, S.P. Executive Vice 1997 314,086 125,000 0 0 15,000 0 54,058
President 1996 290,004 175,000 0 0 0 41,967 52,263
1995 286,254 150,000 0 0 32,500 59,835 53,607
Moser, R.W. Executive Vice 1997 283,254 70,000 0 0 15,000 0 55,339
President 1996 275,502 68,000 0 0 0 39,696 49,882
1995 267,501 71,000 0 0 32,500 53,308 48,451
O'Connor, T.P. Executive Vice 1997 283,257 100,000 0 0 15,000 0 45,858
President 1996 275,004 75,000 0 0 0 39,696 45,221
1995 267,501 82,000 0 0 32,500 53,308 48,451
</TABLE>

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

(1) Includes amounts earned in fiscal year, regardless of whether deferred.

(2) Aggregate holdings and value of restricted stock and share units at the end
of the Company's last completed fiscal year for the named executive officers
are as follows based on the Class A Common Stock closing price of $52.5625
at January 2, 1998 (the last trading day prior to the Company's fiscal year
end): Mr. Elisha held 25,449 shares of restricted Class B Common Stock
valued at $1,337,663, and 3,932 shares of deferred stock valued at $206,676
which vest December 30, 1998; Mrs. Bowles held 393 shares of deferred stock
valued at $20,657 which vest December 30, 1998; Mr. Kelbley held 481 shares
of deferred stock valued at $25,283 which vest December 30, 1998; Mr. Moser
held 455 shares of deferred stock valued at $23,916 which vest December 30,
1998; and Mr. O'Connor held 455 shares of deferred stock valued at $23,916
which vest December 30, 1998. At the same time and rate as dividends are
paid to shareholders of unrestricted Class A and Class B common stock, as
applicable, dividends are paid on the restricted stock and amounts
equivalent to dividends are paid on the deferred stock.

7
<PAGE> 11

(3) Includes company contributions to the Springs of Achievement Partnership
Plan, which is a tax qualified profit sharing and savings plan in which a
majority of the Company's associates participate. Amounts credited for 1997
are as follows:

<TABLE>
<CAPTION>
SAVINGS PROFIT SHARING
FUND RETIREMENT FUND
------- ---------------
<S> <C> <C>
Mr. Elisha........................... $3,200 $7,986
Mrs. Bowles.......................... 3,200 7,986
Mr. Kelbley.......................... 3,200 7,986
Mr. Moser............................ 3,200 7,986
Mr. O'Connor......................... 3,200 7,986
</TABLE>

Also included are credits to a contingent compensation plan. In this plan,
amounts credited to the participant's account are contingent upon continued
employment with the Company and vest at a rate of 10 percent per year until
termination of employment. A participant's entire account is fully vested
upon retirement on or after age 65, death, or total disability. The account
balance may be adjusted each year by an adjustment factor selected by the
Board's Management Compensation and Organization Committee. Amounts
credited for 1997 are as follows:

<TABLE>
<S> <C>
Mr. Elisha............................................... $ 0
Mrs. Bowles.............................................. 15,000
Mr. Kelbley.............................................. 20,000
Mr. Moser................................................ 30,000
Mr. O'Connor............................................. 20,000
</TABLE>

Also included are credits to an excess benefit plan and a deferred
compensation plan, which provide for credits equivalent to contributions
under the Springs of Achievement Partnership Plan for deferred compensation
and compensation in excess of limitations provided under the Internal
Revenue Code. Amounts credited for 1997 are as follows:

<TABLE>
<S> <C>
Mr. Elisha.................................................. $18,092
Mrs. Bowles................................................. 20,998
Mr. Kelbley................................................. 22,872
Mr. Moser................................................... 14,153
Mr. O'Connor................................................ 14,672
</TABLE>

(4) Mrs. Bowles was elected chief executive officer effective January 1, 1998,
and Mr. Elisha continued as chairman of the board.

(5) Of this amount, $550,000 represents Mr. Elisha's bonus under the Company's
Achievement Incentive Plan, and $480,000 represents a supplement to his
bonus which is discussed on page 14 under the caption "CEO Compensation."

(6) This amount represents Company-provided transportation, the value of which
is taxable compensation in accordance with federal income tax regulations.

8
<PAGE> 12

OPTION TABLES

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
------------------------------- GRANT DATE
NUMBER OF % OF TOTAL VALUE(3)
SECURITIES OPTIONS/SARS ----------
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#) FISCAL YEAR(2) ($/SH) DATE VALUE $
- ---- ------------ --------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
W.Y. Elisha.................... 35,000 14.0% $44.00 02/20/2007 $374,500
C.C. Bowles.................... 25,000 10.0 44.00 02/20/2007 267,500
S.P. Kelbley................... 15,000 6.0 44.00 02/20/2007 160,500
R.W. Moser..................... 15,000 6.0 44.00 02/20/2007 160,500
T.P. O'Connor.................. 15,000 6.0 44.00 02/20/2007 160,500
</TABLE>

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

(1) All of the options were nonqualified options, were granted at the market
value on the date of grant, and have a term of ten years. The options
generally become exercisable on the third anniversary of the date of grant.

(2) Based on options for 250,000 shares granted during 1997.

(3) The estimated grant date present values reflected in the above table are
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the values
of the options include the following:

- An exercise price on the options of $44.00, equal to the fair market
value of the underlying stock on the date of grant.

- An option term of 10 years.

- An interest rate of 6.42% that represents the interest rate on a U.S.
Treasury security with a maturity date corresponding to that of the
option term.

- Volatility of 23.889% calculated using daily stock prices for the
one-year period prior to the grant date.

- Dividends at the rate of $1.32 per share representing the annualized
dividends paid with respect to a share of Class A Common Stock at the
date of grant.

- Reductions of approximately 11.53% to reflect the probability of
forfeiture due to termination of employment prior to vesting, and
approximately 10.53% to reflect the probability of a shortened option
term due to termination of employment prior to the option expiration
date.

The ultimate values of the options will depend on the future market price
of the Company's stock which cannot be forecasted with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of the Company's Class A Common Stock
over the exercise price on the date the option is exercised.

9
<PAGE> 13

The following table provides information about options and incremental
stock equivalents, which are similar to freestanding stock appreciation rights,
held by the named executive officers.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FISCAL-YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED,
UNEXERCISED OPTIONS/ IN-THE-MONEY
SHARES SARS AT OPTIONS/SARS AT
ACQUIRED FISCAL YEAR END FISCAL YEAR END(1)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elisha, W.Y................ 0 0 7,500 385,500(2) $ 76,494 $9,845,116
Bowles, C.C................ 0 0 3,000 65,500 30,598 678,116
Kelbley, S.P .............. 0 0 27,000 56,500 596,098 680,429
Moser, R.W................. 0 0 27,000 56,500 596,098 680,429
O'Connor, T.P.............. 0 0 27,000 56,500 596,098 680,429
</TABLE>

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

(1) Value is based on the difference between the closing market price of the
underlying Class A Common Stock at January 2, 1998 ($52.5625) and the
exercise or base price.

(2) Includes 274,000 incremental stock equivalents granted under the Company's
Deferred Unit Stock Plan and stock options for 111,500 shares of Class A
Common Stock.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

The following table provides information about awards of performance units
under the Company's Incentive Stock Plan to the named executive officers.

LONG-TERM INCENTIVE PLANS -- AWARDS IN FISCAL YEAR

<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER UNDER NON-STOCK PRICE-BASED
NUMBER OF PERIOD UNTIL PLANS (2)
SHARES, UNITS, MATURATION ---------------------------------
NAME OR OTHER RIGHTS(1) OR PAYOUT THRESHOLD TARGET MAXIMUM
- ---- ------------------ ------------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Elisha, W.Y............................. 11,799 3 Years $186,056 $620,185 $1,240,370
Bowles, C.C............................. 4,306 3 Years 67,900 226,334 452,668
Kelbley, S.P ........................... 2,894 3 Years 45,635 152,116 304,232
Moser, R.W.............................. 2,581 3 Years 40,699 135,664 271,328
O'Connor, T.P........................... 2,572 3 Years 40,557 135,191 270,382
</TABLE>

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

(1) The number of performance units stated in the table is based on achievement
of target. The number of performance units earned is based on total
shareholder return over a three-year performance cycle as compared to the
Standard & Poor's 500. Achievement at the 30th percentile of these companies
will result in payment of the threshold amount. The number increases
proportionately up to a maximum award at the 90th percentile. No payment is
made if achievement is less than the 30th percentile.

(2) The value of units earned is based on the fair market value of the Company's
Class A Common Stock at the last day of the performance period, which is
January 1, 2000, or, if greater, at the first day of the performance

10
<PAGE> 14

period, which is December 29, 1996. The amount of estimated future payout is
based on the Class A Common Stock closing price at January 2, 1998, of
$52.5625.

RETIREMENT PLANS

The Company's Senior Executive Supplemental Retirement Plan provides for
target retirement benefits and a death benefit after retirement to Mr. Elisha,
who is the only active participant in the Plan. The annual target benefit is
equal to a percentage of the participant's final average compensation at given
ages and years of service. The maximum benefit is earned at 20 years of service.
The benefit is offset by amounts payable under the profit-sharing fund of the
Company's Springs of Achievement Partnership Plan, by one-half of the
participant's Primary Social Security benefit, and by certain credits to
deferred compensation plan accounts. The benefits payable under this plan are
payable for the life of the participant with a 50% survivor's benefit being
payable for the life of a survivor's spouse. The estimated years of service for
Mr. Elisha are eighteen; however, pursuant to terms of the Plan, the Management
Compensation and Organization Committee has determined that Mr. Elisha's target
retirement benefit shall equal 50% of his final average compensation. The
following table provides target benefits at age 65 for various levels of final
average compensation and years of service:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE --------------------------------
COMPENSATION(1) 10 15 20 OR MORE
- --------------- --------------------------------
<S> <C> <C> <C>
$ 800,000 $360,000 $380,000 $ 400,000
1,000,000 450,000 475,000 500,000
1,200,000 540,000 570,000 600,000
</TABLE>

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

(1) Final average compensation means the average of salary and bonus paid or
earned for the five years of the last ten years of employment that provide
the highest average but does not include a certain portion of Mr. Elisha's
bonus for 1997.

In 1996 the Board of Directors adopted a Supplemental Executive Retirement
Income Plan for certain executives who are designated as participants by the
Management Compensation and Organization Committee. Target benefit amounts
payable under the Plan are reduced by social security benefits and by the
equivalent value of (i) profit-sharing and Company matching benefits payable
under the Company's Springs of Achievement Partnership Plan and Deferred
Compensation Plan, (ii) benefits under the Company's Excess Benefit Plan and
Contingent Compensation Plan, and (iii) certain deferred compensation
attributable to a defined benefit plan

11
<PAGE> 15

previously maintained by the Company. The years of credited service as of
January 1, 1998, for the named executive officers who participate in this Plan
are as follows: Mrs. Bowles, six years; Mr. Kelbley, six years; Mr. Moser,
thirty-six years; and Mr. O'Connor, twenty-nine years. The following table sets
forth target benefit amounts payable at age 65 for various levels of final
average compensation and years of service:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE -----------------------------------------
COMPENSATION(1) 10 15 20 25
- --------------- -----------------------------------------
<S> <C> <C> <C> <C>
$250,000 $ 60,000 $ 90,000 $120,000 $150,000
300,000 72,000 108,000 144,000 180,000
400,000 96,000 144,000 192,000 240,000
450,000 108,000 162,000 216,000 270,000
500,000 120,000 180,000 240,000 300,000
600,000 144,000 216,000 288,000 360,000
</TABLE>

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

(1) Final average compensation means the average of salary and bonus paid or
earned for the five years of the last ten years of employment that provide
the highest average.

MANAGEMENT COMPENSATION AND ORGANIZATION COMMITTEE REPORT

This report describes the compensation policies of the Management
Compensation and Organization Committee (the Compensation Committee) applicable
to the executive officers of the Company named in the Summary Compensation
Table, including the specific relationship of corporate performance to
compensation of executive officers for 1997. The report also discusses the 1997
compensation of Mr. Elisha, the Chairman of the Board and, until January 1,
1998, the Company's Chief Executive Officer, and the compensation of Mrs. Bowles
who became Chief Executive Officer on January 1, 1998.

Compensation Philosophy

The Company's executive compensation program is linked to corporate
performance and return to shareholders. To this end, the Company has developed
an overall compensation strategy and specific compensation plans that tie a
significant portion of executive compensation to the Company's success in
meeting specified performance goals and to appreciation in the Company's stock
price. To allow monitoring of the strategy, a benchmark of median compensation
levels for median performance is used. The overall objectives of this strategy
are to attract and retain the best possible executive talent, to motivate these
executives to achieve the goals inherent in the Company's business strategy, to
link executive and shareholder interests through equity based plans, and to
provide a compensation program that recognizes individual contributions as well
as overall business results.

Management Compensation and Organization Committee

The Compensation Committee is composed of five non-employee directors and
is responsible for approval of compensation arrangements for key executives and
executive compensation plans. The Compensation Committee reviews base salary
recommendations from the chief executive officer for key executives other than
the chief executive officer. Mrs. Bowles' and Mr. Elisha's base salaries were
approved by the board of directors upon recommendation by the Compensation
Committee.

The Compensation Committee periodically conducts reviews of the Company's
executive compensation program. The last full review was completed in August
1994 and was supplemented in December 1995,

12
<PAGE> 16

February 1996, and August 1997. These reviews included reports from independent
compensation consultants assessing the effectiveness of the Company's
compensation program and comparing the Company's executive compensation to peer
groups of public corporations recommended by the consultants. Prior to 1997, the
Company's compensation program was compared to a compensation peer group
recommended by the consultant in 1992 based on comparable total shareholder
return and revenues. Revenues of these companies ranged from approximately $800
million to $7 billion. For 1997 a different peer group of 33 companies having
revenues of $1.1 billion to $4.8 billion with a median of $2.2 billion was used
for comparison purposes. These peer groups were smaller than the peer group used
for the performance graph. In making comparisons, the primary consideration was
the competitiveness of the Company's annual and long term components of
compensation.

The Compensation Committee reviews the selection of peer companies used for
compensation analysis and believes these groups were suitable for comparison
purposes. The compensation reviews permit an ongoing evaluation of the link
between the Company's performance and its executive compensation as compared to
the compensation programs of other similarly positioned companies.

Compensation Program

The Company's compensation program reflects a weighting of annual base
salary and bonuses (the Annual Component) and equity-based incentives (the
Long-Term Component). Annual bonuses are weighted toward the achievement of
specific corporate financial targets, but individual performance is also
considered. To reflect longer term objectives, the program also includes
strategic equity-based components based on increases in shareholder value which
provide incentives to motivate executive behavior over the long term.

(1) Annual Component: Base Salary and Annual Bonus

Base Salary: Base salaries for executive officers are determined with
reference to a salary grade level for each job. These levels are determined by
evaluating the responsibilities of each position and comparing it with other
comparable executive officer positions in the marketplace. In recent years,
salary adjustments for executive officers generally have been made in fifteen
month intervals under the Company's compensation policy. The amount of
adjustment is determined by the Compensation Committee for all executive
officers other than the Chief Executive Officer and President, upon
recommendation by the Chief Executive officer, within specified limits adopted
for all Company associates, based on an evaluation of personal performance. The
base salaries of the named executive officers generally are at or less than the
midpoint of comparable positions at those companies within the compensation peer
group. Increases in base salary for the named executive officers in 1997 were
based on subjective evaluations of individual performance as well as the need to
maintain salaries at, or move salaries closer to, the midpoint of comparable
positions at the peer group companies.

Annual Bonus: Executive bonuses in 1997 were earned pursuant to the
Company's Achievement Incentive Plan (the AIP). The AIP links compensation to
the performance of the Company. Under this plan, a bonus pool is established
based on achievement of return on assets employed for each of the Company's
divisions and subsidiaries relative to a targeted return. In addition, the bonus
pool may be increased based on improvement in return on assets employed over the
previous year. A bonus pool based on the combined achievement of the Company's
divisions and subsidiaries is established for corporate executives. For 1997,
69.5% of the corporate bonus pool was based on achievement of targeted return on
assets employed and the balance was based on improvement in return on assets
employed over the previous year. Key executives of the Company receive
discretionary bonuses from this pool based on individual performance. In
addition to the AIP, Mr. Elisha's bonus for 1997 includes a supplement which is
described below under the caption "CEO Compensation." The maximum bonuses range
from 50% to 150% of annual base salary depending on the executives' salary
grades.

13
<PAGE> 17

(2) Long-Term Component

To align shareholders' and executive officers' interests, the Company's
compensation program includes long-term compensation in the form of performance
unit awards and stock options. The value of these awards is related to the value
of Company common shares. These awards are made under the Company's Incentive
Stock Plan.

Performance units are granted in three-year cycles. If the value of the
units earned by all participants is less than $500,000, then the amount earned
is paid in cash; otherwise one-half of any units earned are paid in cash based
on the higher of the fair market value, as defined in the Incentive Stock Plan,
of the Class A Common Stock on (i) the first day of the performance cycle or
(ii) the last day of the performance cycle and the other one-half is credited as
deferred stock, which is subject to an additional two-year vesting period. To
determine the number of units earned, performance is measured by ranking the
Company's total shareholder return over the three-year cycle within the total
shareholder returns of the companies included in the Standard & Poor's 500
Index. No payment is made for performance below the 30th percentile of the S&P
500 group, and the maximum payment is made at the 90th percentile. The Company's
total shareholder return for the three-year period ending in 1997 did not reach
the 30th percentile, and no payment was made for that cycle.

As a result of a review of the long-term compensation component of the
compensation peer group which revealed that the value of the long-term incentive
compensation of the Company's executive officers was generally below the median
of the compensation peer group, a program of option grants was established in
1993 in addition to grants of performance units. The option grants in 1997 were
made pursuant to this program.

CEO Compensation

Under the Compensation Committee's policy regarding CEO compensation, over
one-half of Mr. Elisha's compensation opportunity was at risk based on the
Company's performance and the Committee's evaluation of his performance. In
reviewing Mr. Elisha's total compensation, the Compensation Committee, along
with the rest of the outside directors, reviewed and considered Mr. Elisha's
performance, his achievements in prior years and his accomplishment of specific
goals established by him in consultation with the outside directors. In
addition, with respect to the Long-Term Component of the compensation program,
the Compensation Committee granted performance unit awards and stock options in
1997 to Mr. Elisha under the Incentive Stock Plan as disclosed in the tables on
pages 9 and 10.

Mr. Elisha's salary rate was increased in October 1997 to an amount
believed to be slightly above the estimated median level for chief executive
officers of companies in the compensation peer group. In granting this increase,
the Committee reviewed and considered, without assigning any relative weighting,
successful continuation of major cost reduction programs, integration of
acquisitions, introduction of new products, and continuing improvements in
business systems.

The Committee's decision relating to Mr. Elisha's AIP bonus for 1997 was
based primarily on the Company's achievements in 1997 relative to the
performance criteria set forth in the AIP, which is described on page 13, but
the Committee also considered, without assigning any relative weighting, the
Company's achievement under Mr. Elisha's leadership of record sales in 1997, the
strengthening of the Company's home furnishings segment through improved
coordination in market-focused use of the Company's assets and human resources,
continuing the relocation of many of the Company's marketing functions to be
more closely aligned with manufacturing, continued advances in the development
and effectiveness of information systems, and continued enhancement of the
Company's brand and marketing effectiveness. In addition, a supplemental bonus
of $480,000 was paid to Mr. Elisha for 1997 in recognition of his outstanding
service and accomplishments.

14
<PAGE> 18

In addition to leading the Company through a successful year, Mr. Elisha
continued to strengthen the confidence, trust, and commitment of the Company's
associates. Under his leadership, the Springs of Achievement program continues
to serve as a framework for operating the business and dealing with all of its
constituencies. Mr. Elisha has aggressively positioned the Company and its
culture for continued success in the future through strategic acquisitions,
hiring key personnel, and establishing a long-term strategic focus.

The Compensation Committee has concluded that Mr. Elisha's performance
warrants the compensation for 1997 as reflected in the Summary Compensation
Table on page 7.

Mrs. Bowles' salary rate was increased in March 1997 and October 1997 to
reflect her broader responsibilities as President and Chief Operating Officer
and her low base compensation relative to the median of her peer group. Her
salary was increased again in January 1998 to reflect her assumption of the
duties of Chief Executive Officer.

The Compensation Committee has considered the limitations on deductibility
of certain compensation under Section 162(m) of the Internal Revenue Code. The
Compensation Committee's current policy is to assure that all compensation is
deductible under Section 162(m) when paid.

Management Compensation and Organization Committee

C. W. Coker, Chairman
J. F. Akers
J. L. Clendenin
R. B. Smith
S. H. Smith, Jr.

EMPLOYMENT AND RETIREMENT AGREEMENTS

Mr. Elisha was employed pursuant to an employment agreement which expired
on March 31, 1990. Certain death benefits provided under the agreement and a
non-competition provision survive the termination of this agreement, except that
the death benefits terminate upon retirement. In addition, Mr. Elisha has
entered into a new agreement under which he has agreed to be available to render
advisory services as may be requested by the Board of Directors for a period of
five years following his retirement, and he has agreed not to compete with the
Company during the term of the new agreement. The Company will provide Mr.
Elisha administrative support and office facilities in connection with such
services. In addition, following his retirement, the Company will provide Mr.
Elisha with the right to use certain private aircraft at a cost to the Company
not to exceed a total of $150,000.

15
<PAGE> 19

PERFORMANCE GRAPH

Comparative Five-Year Total Returns*
Springs Industries, Inc., S&P 500, Peer Group

<TABLE>
<CAPTION>
Measurement Period Springs Industries-
(Fiscal Year Covered) Class A - S&P 500 Index Peer Group
<S> <C> <C> <C>
Dec 92 100 100 100
Dec 93 107.85 110.08 105.54
Dec 94 109.47 111.53 99.69
Dec 95 126.44 153.45 109.28
Dec 96 135.23 188.68 108.42
Dec 97 167.87 251.63 141.04
</TABLE>

Assumes $100 invested at the close of trading on the last trading day
preceding the first day of the fifth preceding fiscal year in the Company's
Class A Common Stock, S&P 500, and Peer Group.
- ---------------
* Cumulative total return assumes reinvestment of dividends.

The peer group is composed of those fifty S&P 500 companies with market
capitalizations closest to the Company's as of the beginning of the Company's
1997 fiscal year, which the Compensation Committee believes is the most
representative group for purposes of comparing the Company's shareholders'
return. The Compensation Committee believes a representative group of reporting
companies cannot be identified in the same industry or lines of business as the
Company and that published industry indexes are not representative of the
Company and its lines of business. See Exhibit A for a list of companies in the
Peer Group and for a list of companies in last year's Peer Group which are not
included in this year's Peer Group.

DIRECTORS' COMPENSATION

Directors who are not employees of the Company (Outside Directors) receive
an annual cash retainer of $18,000 and, as described below, restricted shares of
the Company's Class A Common Stock under the Company's Restricted Stock Plan for
Outside Directors (the Directors' Restricted Stock Plan). In addition, each
Outside Director receives a fee of $2,500 for attendance at each special meeting
of the Board and $1,000 for each special meeting conducted by telephone.
Chairmen of Board Committees each receive an additional annual fee of $1,000.

Under the terms of the Directors' Restricted Stock Plan, each Outside
Director receives an annual grant of shares of Class A Common Stock (Restricted
Shares) as of the day before each annual meeting of shareholders

16
<PAGE> 20

having a market value equal to the annual cash retainer fee earned by the
director for the preceding year, subject to forfeiture and to the restrictions
described below, without payment of any consideration.

The Restricted Shares are issued each year effective as of the day
immediately preceding the annual meeting of shareholders of the Company. The
market value of the Restricted Shares is based on an average market price of the
Class A Common Stock during the ten trading-day period ending on that day.
Restricted Shares issued under the Plan may be either authorized and unissued
shares of Class A Common Stock or previously issued shares reacquired by the
Company.

During the restriction period provided under the Plan (the Restriction
Period), the Outside Director has the right to vote the Restricted Shares and to
receive and retain all regular cash dividends which are paid or distributed on
the Class A Common Stock, and to exercise all other rights as a holder of Class
A Common Stock. Prior to the end of the Restriction Period, however, the Outside
Director may not sell, transfer or otherwise dispose of the Restricted Shares
and the Company retains custody of the certificates representing the Restricted
Shares and all distributions other than regular cash dividends.

The Restriction Period ends, and all Restricted Shares granted to an
Outside Director become vested, upon the termination of the Outside Director's
service on the Board on account of (i) retirement in compliance with the Board's
mandatory retirement policy; (ii) failure to be reelected; or (iii) death or
disability. In addition, the Restriction Period may end with the approval of the
Board on a case-by-case basis if an Outside Director terminates his or her
service as a member of the Board (i) for reasons of personal or financial
hardship; (ii) to serve in any governmental, diplomatic or any other public
service position or capacity; (iii) to avoid or protect against a conflict of
interest; (iv) on the advice of legal counsel; or (v) as a result of any other
extraordinary circumstances that the Board determines to be comparable to the
foregoing.

Upon the completion of the Restriction Period, all Restricted Shares
granted to an Outside Director and any distributions thereon retained by the
Company during the Restriction Period become vested. If an Outside Director
leaves the Board for any reason other than as set forth above, then all
Restricted Shares issued to such Outside Director would be forfeited to the
Company.

An Outside Director may elect deferral of compensation under the Company's
Deferred Compensation Plan for Outside Directors. Under this plan, an account
for an Outside Director who elects deferral is credited with units equal to the
number of shares of Class A Common Stock which could have been purchased with
the amount deferred. Credits representing dividends are made each quarter to the
Director's related dividend account in the amount of dividends paid on an equal
number of shares of the Company's Class A Common Stock. Further credits to the
dividend account are made quarterly for interest at the prime rate. After
termination of services, each Director who has deferred compensation receives
over a selected period a number of shares of Class A Common Stock equal to the
number of units in his deferred account and cash from his related dividend
account. In lieu of distributing Class A Common Stock, the Company may
distribute cash payments based on the value at distribution of the number of
shares which would have been distributed. Outside Directors may also elect to
have deferred compensation credited to a measuring fund account or interest
account. The measuring fund consists of a managed portfolio of investments that
are assets of the Company and is adjusted quarterly for income and appreciation
or depreciation. The interest account is credited quarterly with interest at the
prime rate.

Prior to May 1, 1986, each Outside Director had the opportunity to elect
deferral under the Outside Directors COLI Deferred Compensation Plan of up to
$18,000 per year of compensation to be earned during the four-year period ending
April 30, 1990. Upon death or retirement from the Board, a Director or his
beneficiary will be entitled to payments based upon the amount of compensation
which has been deferred and the period of deferral. Subject to certain
conditions, a participant's deferred compensation account is credited with
interest at an annualized rate

17
<PAGE> 21

equal to Moody's Seasoned Corporate Bond Yield Index, plus 2% to age 55 and plus
4% thereafter. If a Director dies before any distribution of his benefits has
commenced, his beneficiary may receive a specified death benefit or the
participant's accumulated account balance, whichever is greater. The Company has
purchased life insurance policies to fund its obligations under the COLI Plan.
Four Directors participate in the Plan.

Credits under the COLI Plan and the Deferred Compensation Plan are only
contractual obligations of the Company and create no rights superior to other
unsecured, general creditors.

During 1997, Mr. Papone provided consulting services to the Company for
which he was paid $59,000. These services included meetings and consultations
with the Company's Market Strategy Group regarding consumer advertising and
contacts with the Company's primary advertising agency. In addition, Mr. Papone
reviewed certain of the Company's printed and television advertising programs
and consumer packaging. Mr. Papone will provide similar services in 1998 and has
been paid a retainer of $50,000. The retainer may be adjusted depending on the
extent of consulting services provided in 1998.

RATIFICATION OF APPOINTMENT
OF PUBLIC ACCOUNTANTS

Upon the recommendation of the Audit Committee of the Board of Directors,
the Board has appointed Deloitte & Touche LLP (Deloitte) as independent
certified public accountants for the Company to audit the consolidated financial
statements of the Company and its subsidiaries for the 1998 fiscal year.

Deloitte has acted for the Company in this capacity since 1940. Its
representatives will attend the Meeting, will be given the opportunity to make a
statement if they desire, and will respond to questions directed to them
relating to their audit or to the Company's financial statements.

The Company's Board of Directors recommends ratification of the appointment
of Deloitte as independent certified public accountants for the Company to audit
the consolidated financial statements of the Company and its subsidiaries for
the 1998 fiscal year. If a majority of the votes cast at the Meeting, in person
or by proxy, should not approve such appointment, the Audit Committee and the
Board of Directors of the Company will reconsider the appointment of independent
certified public accountants.

18
<PAGE> 22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AS OF FEBRUARY 12, 1998:

<TABLE>
<CAPTION>
CLASS A CLASS B PERCENT OF
NAME COMMON STOCK(1)(2)(3) COMMON STOCK CLASS B
- ---- ---------------------- ------------ ----------
<S> <C> <C> <C>
DIRECTORS & NOMINEES
J. F. Akers.................... 2,457
C. C. Bowles................... 4,072(7) 135,600(4) 1.9%
J. L. Clendenin................ 2,893
L. S. Close.................... 2,693 74,605(4) 1.0
C. W. Coker.................... 4,193
W. Y. Elisha................... 17,959(5)(7) 40,201 0.5
J. H. McArthur................. 2,693
A. Papone...................... 2,807
D. S. Perkins.................. 22,815(6)
R. B. Smith.................... 2,007
S. H. Smith.................... 2,877
S. Turley...................... 3,693
EXECUTIVE OFFICERS
S. P. Kelbley.................. 27,868(7)
R. W. Moser.................... 34,797(7)
T. P. O'Connor................. 30,775(7)
All Directors, Nominees and
Executive Officers as a
Group........................ 236,421(7) 250,416 3.4%
</TABLE>

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

(1) Each of the persons named holds less than 1% of the Class A Common Stock.
All Directors, Nominees, and Executive Officers as a Group hold 1.9% of the
Class A Common Stock.

(2) Includes shares held under the Outside Directors' Restricted Stock Plan as
follows: Mr. Akers, 1,457; Mrs. Bowles, 487; Messrs. Clendenin, Close,
Coker, McArthur, and Turley, 2,693 each; Mr. Papone and Ms. Smith, 1,807
each; Mr. Smith, 2,377; and Mr. Perkins, 603. The directors have sole voting
power as to these shares but do not have investment power until lapse of
restrictions on the restricted shares.

(3) Includes shares held in the Springs of Achievement Partnership Plan as
follows: Mrs. Bowles, 285; Mr. Elisha, 459; Mr. Kelbley, 456; and Mr.
O'Connor, 451. These persons have sole voting and investment power as to
these shares.

(4) See text under the caption "Close Family Ownership" on page 20 for
additional information about ownership of Class B Common Stock.

(5) Does not include 30,000 shares of Class A Common Stock held by a trust for
the benefit of Mr. Elisha's children and grandchildren of which Mr. Elisha
was the settlor. Mr. Elisha disclaims beneficial ownership of these shares.

(6) Mr. Perkins holds shared voting power as to 18,800 of these shares as a
trustee of the Putnam Funds.

(7) Includes beneficial ownership of Class A Common Stock that may be acquired
within 60 days pursuant to stock options awarded under the Incentive Stock
Plan as follows: for Mrs. Bowles, 3,000; Mr. Elisha, 7,500; Mr. Kelbley,
27,000; Mr. Moser, 27,000; and Mr. O'Connor, 27,000.

19
<PAGE> 23

Close Family Ownership

Mrs. Anne Springs Close and members of her family, including Mrs. Crandall
C. Bowles and Mr. Leroy S. Close, (collectively the Close Family) and certain
related entities, own as of February 12, 1998, a total of 7,224,598 shares
(99.4%) of the Company's Class B Common Stock and 143,138 shares (1.2%) of the
Class A Common Stock as shown in the following table and accompanying notes:

<TABLE>
<CAPTION>
CLASS A CLASS B PERCENTAGE
NAME(1) COMMON STOCK COMMON STOCK OF CLASS B
- ------- ------------ ------------ ----------
<S> <C> <C> <C>
Anne Springs Close....................... 67,964(2)
Crandall C. Bowles....................... 3,772 135,600 1.9%
Leroy S. Close........................... 2,693 74,605 1.0
Close Family Trusts...................... 5,020,158(3) 69.0
The Springs Company...................... 1,401,930(4) 19.3
Central Reassurance Corporation.......... 175,000(5) 2.4
Close Foundation(6)...................... 2,100
</TABLE>

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

(1) The address for the named parties is P.O. Drawer 460, Lancaster, South
Carolina 29721.

(2) 0.6 percent of Class A Common Stock.

(3) These shares are held in different trusts by Mrs. Close, and by certain
children of Mrs. Close, as trustees for the children of Mrs. Close. While
Mrs. Close, Mrs. Bowles, and Mr. Close each disclaim beneficial ownership of
these shares, they have shared voting and dispositive power with respect to
4,115,156, 2,655,610, and 1,849,743 of these shares, respectively.

(4) In addition to these shares, The Springs Company holds 417,305 shares (5.7%)
of the Class B shares and 66,609 shares (0.5%) of the Class A shares as the
trustee of management trusts for certain members of the Close Family. All
outstanding shares of The Springs Company are owned by trusts for the
benefit of certain members of the Close Family. Mrs. Close, and Mr. Close
are directors of The Springs Company.

(5) All outstanding shares of Central Reassurance Corporation are owned by
trusts for the benefit of certain members of the Close Family.

(6) The Close Foundation is a nonprofit foundation established by the Close
Family.

20
<PAGE> 24

Other Principal Holders of Common Stock

<TABLE>
<CAPTION>
PERCENTAGE
CLASS NAME & ADDRESS AMOUNT OF CLASS
- ------------------------------- ------------------------------------------- --------- ----------
<S> <C> <C> <C>
Class A Common Morgan Stanley, Dean Witter, Discover & Co. 1,443,393(1) 11.8%
Miller Anderson & Sherrard LLP
MAS Funds Value Portfolio
One Tower Bridge
West Conshohocken, PA 19428-2899
</TABLE>

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

(1) Based on a Schedule 13G filed jointly on February 13, 1998, by Morgan
Stanley, Dean Witter, Discover & Co., Miller Anderson & Sherrard LLP, and
MAS Funds Value Portfolio, the filing entities have sole voting and
dispositive power as to none of these shares and shared voting power as to
1,252,364 of these shares (10.2% of the Class) and shared dispositive power
as to 1,443,393 of these shares (11.8% of the Class). Based on this filing,
Morgan Stanley is the beneficial owner of 1,443,393 of these shares (11.8%
of the Class), Miller Anderson is the beneficial owner of 1,309,200 of these
shares (10.7% of the Class), and MAS Funds Value Portfolio is the beneficial
owner of 645,018 of these shares (5.3% of the Class).

TRANSACTIONS WITH CERTAIN PERSONS

For many years the Company has transacted business with certain companies
that are controlled by members of the Close Family. Mrs. Bowles and Mr. Close
are affiliated with these companies. The amounts paid or received by the Company
for these transactions are set forth below.

The Company paid The Springs Company and certain of its affiliates $46,595
for rent, railroad track maintenance, and miscellaneous goods and services in
1997.

Kanawha Insurance Company writes certain group insurance policies for the
Company and provides administrative services under certain of the Company's
self-funded medical benefit programs. Premiums paid to Kanawha for the group
policies totaled approximately $2.65 million in 1997. The Company also paid
Kanawha approximately $1.51 million in 1997 for administrative services under
certain of the Company's medical benefit programs.

In the opinion of the Company's management, the services, property, and
facilities described in the foregoing paragraphs, which have been reviewed by
the Audit Committee, have been obtained by the Company on terms as favorable as
those available from unaffiliated parties.

Charges by the Company for services in 1997 to affiliates or related
interests (excluding charges to charitable organizations for materials and
services related to their local charitable and educational programs, and
excluding materials and services acquired from outside sources for the benefit
of related entities for which the Company received full reimbursement) were
approximately $54,058 to The Springs Company, its affiliated or related
entities, and to the Close family. These services consisted primarily of
recordkeeping, administrative, maintenance, and courier services.

The Company, as a service to its employees and pursuant to individual
authorization, provides at no charge a payroll deduction program for payment of
premiums on individual insurance policies purchased directly from Kanawha
Insurance Company.

In 1987 the Company entered into a 50-year agreement with Springland, Inc.,
a wholly-owned subsidiary of The Springs Company, to lease the Founder's House
in Fort Mill, South Carolina, which is listed in the National

21
<PAGE> 25

Register of Historic Structures. The Company uses the Founder's House to provide
quarters for visiting directors, associates, and guests of the Company. The
Founder's House is also used for meetings by the Company.

The Company is obligated to pay rent of $1 per year under the lease and to
pay for all utilities, insurance, maintenance, and taxes on the Founder's House.
Springland has the right to terminate the lease upon six months' notice after
the year 2019. If Springland elects to terminate the lease, it must pay the
Company the unamortized book value of improvements made by the Company computed
on a straight line amortization basis over a forty-year useful life.

OTHER MATTERS

The minutes of the Annual Meeting of Shareholders held April 21, 1997, will
be presented at the Meeting, but it is not intended that action taken under the
proxy will constitute approval of matters referred to in such minutes.

The Company's management is not aware of any other matters to be presented
at the Meeting. If other matters should arise, however, it is intended that the
shares represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.

ANNUAL REPORT AND FORM 10-K

The Annual Report to Shareholders, including financial statements of the
Company for the fiscal year ended January 3, 1998, is included with these proxy
materials. The Annual Report is not a part of the proxy soliciting material.

A copy of the Company's annual report on Form 10-K to the Securities and
Exchange Commission may be obtained by shareholders without charge by writing:
Springs Industries, Inc., P. O. Box 70, Fort Mill, South Carolina 29716,
Attention: Secretary.

BY ORDER OF THE BOARD OF DIRECTORS

C. POWERS DORSETT
Senior Vice President -- General Counsel
& Secretary

March 6, 1998

22
<PAGE> 26

EXHIBIT A

PEER GROUP COMPANIES

Aeroquip-Vickers, Inc.
Alberto-Culver Company
Armco Inc.
Asarco Incorporated
Autodesk, Inc.
Ball Corporation
C.R. Bard, Inc.
Battle Mountain Gold Company
Boise Cascade Corporation
Briggs & Stratton Corporation
Caliber System, Inc.
Centex Corporation
Charming Shoppes, Inc.
Cincinnati Milacron Inc.
Cooper Tire & Rubber Company
Adolph Coors Company
Crane Co.
Darden Restaurants, Inc.
Data General Corporation
Eastern Enterprises
Echo Bay Mines Ltd.
EG&G, Inc.
Fleetwood Enterprises, Inc.
Foster Wheeler Corporation
The Great Atlantic & Pacific Tea
Company, Inc.
John H. Harland Company
Helmerich & Payne, Inc.
Inland Steel Industries, Inc.
Jostens, Inc.
Kaufman and Broad Home
Corporation
King World Productions, Inc.
Longs Drug Stores Corporation
McDermott International, Inc.
Meredith Corporation
Nacco Industries, Inc.
Navistar International Corporation
Niagara Mohawk Power Corporation
Oneok, Inc.
Peoples Energy Corporation
Potlatch Corporation
Pulte Corporation
Russell Corporation
Safety-Kleen Corp.
Scientific-Atlanta, Inc.
Shared Medical Systems Corporation
Stone Container Corporation
Tektronix, Inc.
Unisys Corporation
US Airways Group, Inc.
Worthington Industries, Inc.

COMPANIES IN LAST YEAR'S PEER GROUP THAT ARE NOT INCLUDED IN THE CURRENT PEER
GROUP

Bethlehem Steep Corp.
Beverly Enterprises
Fleming Companies Inc.
Giddings & Lewis Inc.
Intergraph Corp.
Santa Fe Energy Resources
Stride Rite Corp.
Timken Co.
US Life Corp.

A-1
<PAGE> 27
APPENDIX B

<TABLE>
<S> <C> <C> <C>
/X/ PLEASE MARK VOTES AS IN With- For All
THIS EXAMPLE For hold Except

1. ELECTION OF DIRECTORS. / / / / / /

JOHN F. AKERS, CRANDALL C. BOWLES,
JOHN L. CLENDENIN, LEROY S. CLOSE,
---------------------------- CHARLES W. COKER, JOHN H.
SPRINGS INDUSTRIES, INC. MCARTHUR, ALDO PAPONE, DONALD S.
---------------------------- PERKINS, ROBIN B. SMITH, SHERWOOD
CLASS A COMMON STOCK H. SMITH, JR., AND STEWART TURLEY

NOTE: If you do not wish your
shares voted "FOR" a particular
nominee, mark the "FOR ALL EXCEPT"
box and strike a line through that
nominee's name. Your shares shall
be voted for the remaining
nominees.

For Against Abstain
2. RATIFICATION OF THE APPOINTMENT OF / / / / / /
DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS.

RECORD DATE SHARES:
-------------------
Name of Shareholder
Address
City/State/Zip

Please be sure to sign and date
this Proxy. Date
------------

Mark box at right if comments or address change
have been noted on the reverse side of this card. / /
---------------------------------------------------
Shareholder sign here Co-owner sign here
</TABLE>

DETACH CARD
SPRINGS INDUSTRIES, INC.
Dear Shareholder:

Please take note of the important information enclosed with this Proxy Ballot
regarding our Annual Meeting of Shareholders.

Your vote counts, and you are encouraged to exercise your right to vote your
shares.

Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Shareholders, April
20, 1998.

Thank you in advance for your prompt consideration of these matters.

Sincerely yours,

Springs Industries, Inc.
<PAGE> 28

CLASS A COMMON CLASS A COMMON
SPRINGS INDUSTRIES, INC.
205 NORTH WHITE STREET
FORT MILL, SC 29715

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 20, 1998

The undersigned hereby appoints as Proxies Crandall C. Bowles and Charles W.
Coker, with the power of substitution to each, and hereby authorizes each to
represent and to vote, as designated on the reverse side, all shares of Class
A common stock of Springs Industries, Inc. (the "Company") held of record by
the undersigned on March 2, 1998, at the Annual Meeting of Shareholders to be
held on April 20, 1998, and any adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED FOR
SUCH PROPOSAL.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES OF
AMERICA.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

- --------------------------- -------------------------
<PAGE> 29

APPENDIX C
<TABLE>
<S> <C> <C> <C>
/X/ PLEASE MARK VOTES AS IN With- For All
THIS EXAMPLE For hold Except