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                                                                    EXHIBIT 2.12

 
                             DOMINION TEXTILE INC.

                             NOTICE OF REDEMPTION

TO:  HOLDERS OF SECOND PREFERRED SHARES, SERIES D OF DOMINION TEXTILE INC.

RE:  REDEMPTION OF ALL SECOND PREFERRED SHARES, SERIES D

NOTICE IS HEREBY GIVEN THAT:

1.   In accordance with the rights, privileges, restrictions and conditions
     attaching to the Second Preferred Shares, Series D (the "Series D
     Preferred Shares") of Dominion Textile Inc. (the "Company"), the Company
     intends to redeem, on January 29, 1998 (the "Redemption Date"), all of your
     Series D Preferred Shares at a price of $25.00 per share together with an
     amount equal to all accrued and unpaid dividends thereon up to but
     excluding the Redemption Date (the "Redemption Price").

2.   Montreal Trust Company of Canada ("Montreal Trust") is acting as agent for
     the Company in connection with this redemption.

     THE SHARE CERTIFICATE(S) REPRESENTING YOUR SERIES D PREFERRED SHARES,
     TOGETHER WITH A SIGNED COPY OF THE ENCLOSED LETTER OF TRANSMITTAL, SHOULD
     BE RECEIVED BY MONTREAL TRUST ON OR BEFORE JANUARY 29, 1998.

3.   Payment of the Redemption Price (less any tax required to be deducted and
     withheld by the Company) will be made on the Redemption Date provided that
     you present and surrender, at the registered office of the Company, or at
     one of the offices of Montreal Trust listed on the reverse side of the
     enclosed Letter of Transmittal, the certificate(s) representing your Series
     D Preferred Shares on or before the Redemption Date. Such payment will be
     made by cheque issued by Montreal Trust in the name specified by you in the
     enclosed Letter of Transmittal or, if no such name or address is specified,
     then in the name and to the address of the registered holder as they appear
     on the books of the Company. The mailing by Montreal Trust, or availability
     at one of its offices, of a cheque in the amount of the Redemption Price
     shall constitute payment of the Redemption Price by the Company.

     From and after the Redemption Date, all Series D Preferred Shares shall be
     deemed to be redeemed and shall cease to be entitled to dividends or to any
     other participation in the assets of the Company, and you shall not be
     entitled to exercise any other rights as a shareholder in respect thereof,
     unless payment of the Redemption Price shall not be duly made by the 
     Company.

4.   At any time after this notice of redemption is given, the Company shall
     have the right to deposit the Redemption Price of any or all Series D
     Preferred Shares called for redemption with Montreal Trust to the credit of
     a special account or accounts in trust for the respective holders of such
     shares, to be paid to them respectively upon surrender to Montreal Trust of
     the certificate or certificates representing the same. Upon such deposit or
     deposits being made, such shares shall be deemed to be redeemed on the
     Redemption Date.

     After the Company has made a deposit as aforesaid with respect to any
     shares, the holders thereof shall not be entitled to exercise any of the
     rights of shareholders in respect thereof and the rights of the holders
     thereof shall be limited to receiving the proportion of the amounts so
     deposited applicable to such shares, without interest; any interest allowed
     on such deposits shall belong to the Company.

DATED at Toronto, Ontario this 23rd day of December, 1997.

                                                  DOMINION TEXTILE INC.
                                                  /s/ Jerry Zucker
                                                  Jerry Zucker     
                                                  Chairman