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DIXIE YARNS AND CARRIAGE ANNOUNCE SPECIAL SHAREHOLDER MEETINGS

 CHATTANOOGA, Tenn., and CALHOUN, Ga., Feb. 5 /PRNewswire/ -- Dixie Yarns, Inc. (NASDAQ-NMS: DXYN) and Carriage Industries, Inc. (NYSE: CGE) announced today that the SEC has cleared their joint prospectus/proxy materials relating to the special meetings of their shareholders at which the proposed merger of Dixie and Carriage will be considered.
 The special meetings will be held on Friday, March 12. A joint prospectus/proxy statement will be mailed to Dixie and Carriage shareholders on Monday, Feb. 8.
 The merger agreement provides that each share of Carriage common stock will be exchanged for $13.25 in value of Dixie common stock, or $10.00 in value of Dixie common stock and $3.25 in cash, with the exchange ratio being based on the average of the 20-day trading period ending two full trading days prior to the March 12 special meeting. The first day of this 20-day period begins on Feb. 9 assuming that Dixie stock trades on each day of the succeeding 20-day period.
 Dixie Yarns, a Chattanooga-based company, manufactures and markets yarns and threads as well as processes yarns into knit fabrics. Dixie has annual sales of approximately $500 million and 6,000 employees.
 Carriage, with fiscal 1992 sales of $120 million from continuing operations, is a vertically integrated manufacturer of carpet for specialized markets. The company is a leading supplier to the manufactured housing, recreational vehicle, small boat and exposition/trade show industries. Carriage also produces carpet for the contract/residential, hospitality/commercial and home center/needlebond markets.
 Corporate offices and most of Carriage's 845 employees are in Calhoun. Sales offices and distribution centers are strategically located across the United States. The company's transportation subsidiary operates one of the largest trucking fleets in the carpet industry.
 -0- 2/5/93
 /CONTACT: Steven G. Jones, vice president, Finance of Carriage Industries, 706-629-9234/
 (DXYN CGE)


CO: Dixie Yarns, Inc.; Carriage Industries, Inc. ST: Tennessee, Georgia IN: TEX SU: TNM

BN-BR -- AT013 -- 3635 02/05/93 15:31 EST
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Publication:PR Newswire
Date:Feb 5, 1993
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