COLLINS & AIKMAN CORP
11-K, 1997-08-28
CARPETS & RUGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

                 Annual Report Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 (FEE REQUIRED)

      For the year ended December 31, 1996

                                   or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (NO FEE REQUIRED)

      For the transition period from _______________ to ________________

      Commission file number ______________

      A.   Full title of the plan and the address of the plan, if
           different from that of the issuer named below:
                  
           Collins & Aikman Products Co. (Formerly Collins & Aikman Corporation)
           Employees' Profit Sharing and Personal Savings Plan
           701 McCullough Drive
           Charlotte, North Carolina 28232

      B.   Name of issuer of the securities held pursuant to the plan and the
           address of its principal executive offices:

           Collins & Aikman Corporation
           701 McCullough Drive
           Charlotte, North Carolina 28262
           704-547-8500


                                     Page 1
<PAGE>


                              REQUIRED INFORMATION

The  following  financial  statements  for the Collins and Aikman  Products  Co.
(formerly Collins and Aikman Corporation) Employees' Profit Sharing and Personal
Savings Plan are being filed herewith:


Description                                                             Page No.

Report of Independent Accountants                                         F-2

Statement of Net Assets Available for Plan Benefits with Fund
   Information as of December 31, 1996                                    F-3

Statement of Net Assets Available for Plan Benefits with Fund
   Information as of December 31, 1995                                    F-4

Statement of Changes in Net Asset Available for Plan
   Benefits with Fund Information for the Year Ended
   December 31, 1996                                                      F-5

Notes to Financial Statements                                             F-6
- -------------------------------------------------------------------------------



                                     Page 2
<PAGE>


                                   SIGNATURES


The Plan - Pursuant to the requirements of the Securities  Exchange Act of 1934,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused this  annual  report to be signed on its behalf by the  undersigned
hereunto duly authorized.

                             Collins & Aikman Products Co.
                             (formerly Collins & Aikman Corporation)
                             Employees' Profit Sharing and Personal Savings Plan




August 22, 1997            By: /s/J. Michael Stepp
                               -----------------------------------
                               J.  Michael Stepp
                               Executive Vice President and
                               Chief Financial Officer


                                     Page 3
<PAGE>


                          COLLINS & AIKMAN CORPORATION

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 1996 AND 1995

             TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



<PAGE>





                          COLLINS & AIKMAN CORPORATION

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 1996 and 1995



Report of Independent Public Accountants

Statement of Net Assets Available for Plan Benefits with Fund Information as of
  December 31, 1996

Statement of Net Assets Available for Plan Benefits with Fund Information as of
  December 31, 1995

Statement of Changes in Net Assets Available for Plan Benefits with Fund
  Information for the Year Ended December 31, 1996



Notes to Financial Statements

Schedule I   -   Item 27-a Schedule of Assets Held for Investment as of
                 December 31, 1996

Schedule II  -   Item 27-d Schedule of Reportable Transactions for the Year
                 Ended December 31, 1996



                                       F-1



<PAGE>


Report of Independent Public Accountants



To the Benefits Committee of
Collins & Aikman Corporation
Employees' Profit Sharing and Personal Savings Plan:

We have audited the accompanying statements of net assets available for plan
benefits by participant directed fund of the Collins & Aikman Corporation
Employees' Profit Sharing and Personal Savings Plan (the Plan) as of December
31, 1996 and 1995, and the related statement of changes in net assets available
for plan benefits by participant directed fund for the year ended December 31,
1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, in conformity with generally accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index to financial statements are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The fund information in the statements
of net assets available for plan benefits with fund information and the
statement of changes in net assets available for plan benefits with fund
information is presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.



Charlotte, North Carolina,
         July 17, 1997.





                                       F-2



<PAGE>

                             COLLINS & AIKMAN CORPORATION

                  EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

       STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                AS OF DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                                            Participant Directed
                                                -----------------------------------------------------------------------------
                                                                                                                    Small    
                                                 Guaranteed      Balanced         Equity        International   Capitalization
                                                    Fund           Fund            Fund          Equity Fund        Fund
                                                ------------    ------------    ------------    ------------    -------------
<S>                                             <C>             <C>             <C>             <C>             <C>
Participation in collective investment funds    $ 41,903,194    $ 18,942,206    $      -        $      -        $      -     
Participation in mutual funds                          -               -          43,006,686       1,118,419       1,384,951 
Loans receivable - participants (Note 3)               -               -               -               -               -     
Employer contribution receivable                       -               -               -               -               -     
Employee contribution receivable                       -               -               -               -               -     
Due from (to) other funds                             76,665          91,561        (127,828)          4,099         (44,497)
Accrued interest receivable                          191,042          10,583          37,945          (3,490)         31,242 
Accrued loan repayments                                -               -               -               -               -     
Accrued administrative expenses                        -               -               -               -               -     
                                                ------------    ------------    ------------    ------------    -------------
      Net assets available for plan benefits    $ 42,170,901    $ 19,044,350    $ 42,916,803    $  1,119,028    $  1,371,696 
                                                ============    ============    ============    ============    =============

<CAPTION>

                                                                    Non-
                                                 Participant     Participant
                                                  Directed        Directed
                                                -------------   -------------
                                                    Loan         Unallocated
                                                    Fund            Funds           Total
                                                ------------    -------------   ------------
<S>                                             <C>             <C>             <C>
Participation in collective investment funds    $      -        $      -        $ 60,845,400
Participation in mutual funds                          -               -          45,510,056
Loans receivable - participants (Note 3)             706,301           -             706,301
Employer contribution receivable                       -           3,935,530       3,935,530
Employee contribution receivable                       -              53,348          53,348
Due from (to) other funds                              -               -               -
Accrued interest receivable                            -               -             267,322
Accrued loan repayments                              (71,175)          -             (71,175)
Accrued administrative expenses                        -            (333,100)       (333,100)
                                                ------------    ------------    ------------
      Net assets available for plan benefits    $    635,126    $  3,655,778    $110,913,682
                                                ============    ============    ============
</TABLE>

                 The accompanying notes to financial statements
               are an integral part of these financial statements.



                                       F-3


<PAGE>


                             COLLINS & AIKMAN CORPORATION

                  EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

       STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                                AS OF DECEMBER 31, 1995

<TABLE>
<CAPTION>

                                                                                                          Non-
                                                                                                      Participant
                                                                  Participant Directed                  Directed
                                                ---------------------------------------------------   ------------
                                                Guaranteed      Balanced      Equity         Loan      Unallocated
                                                   Fund           Fund         Fund          Fund         Funds         Total
                                               ------------  ------------  ------------  ------------  -----------   -----------
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Participation in collective investment funds   $ 43,516,091  $ 16,689,980  $ 32,564,964  $      -      $     -       $ 92,771,035
Loans receivable - participants (Note 3)              -             -             -           409,956        -            409,956
Employer contribution receivable                      -             -             -             -        3,926,477      3,926,477
Employee contribution receivable                      -             -             -             -           75,035         75,035
Due from (to) other funds                          (275,118)      (65,508)      340,626         -            -              -
Accrued interest receivable                         216,677         2,560           469         -            5,350        225,056
Accrued loan repayments                               -             -             -           (53,020)       -            (53,020)
Accrued administrative expenses                       -             -             -             -         (121,200)      (121,200)
                                               ------------  ------------  ------------  ------------  ------------  ------------
      Net assets available for plan benefits   $ 43,457,650  $ 16,627,032  $ 32,906,059  $    356,936  $  3,885,662  $ 97,233,339
                                               ============  ============  ============  ============  ============  ============
</TABLE>



                 The accompanying notes to financial statements
               are an integral part of these financial statements.

                                       F-4


<PAGE>
<TABLE>
<CAPTION>

                          COLLINS & AIKMAN CORPORATION

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION

                      FOR THE YEAR ENDED DECEMBER 31, 1996




                                                                                     Participant Directed
                                                  -----------------------------------------------------------------------------
                                                                                                                      Small
                                                      Guaranteed      Balanced        Equity      International  Capitalization
                                                         Fund           Fund           Fund        Equity Fund        Fund
                                                     ------------   ------------   ------------   -------------   -------------
<S>                                                  <C>            <C>            <C>            <C>             <C>
Investment income                                    $  2,386,619   $    127,633   $    765,655   $      24,259   $    102,527
Net realized and unrealized appreciation                        -      2,375,477      7,220,772          84,969       (123,022)
Employer contribution (Note 3)                          2,531,332        685,031      1,277,368           9,205         11,833
Employee contribution (Note 3)                          2,768,468      1,200,865      2,424,834          83,709        109,295
Rollover contribution                                      69,901          6,005          6,005           6,005         12,010
Loans to Participants                                    (220,534)       (87,021)      (294,890)         (8,073)       (14,625)
Loan repayments                                           153,138         47,861        134,171           2,495          2,468
Benefits paid directly to participants                 (6,390,373)    (1,874,721)    (3,602,639)        (11,554)       (21,288)
Administrative expenses                                  (268,506)       (98,175)      (207,684)           (779)          (851)
Transfer of participants balances                      (2,852,112)      (441,209)     1,071,180         928,792      1,293,349
Transfer from other trustee                               535,318        475,572      1,215,972               -              -
                                                     ------------   ------------   ------------   -------------   ------------
Increase in net assets available for plan benefits     (1,286,749)     2,417,318     10,010,744       1,119,028      1,371,696
Net assets available for plan benefits:                                                                                       
   Beginning of year                                   43,457,650     16,627,032     32,906,059               -              -
                                                     ------------   ------------   ------------   -------------   ------------
   End of year                                       $ 42,170,901   $ 19,044,350   $ 42,916,803   $   1,119,028   $  1,371,696
                                                     ============   ============   ============   =============   ============


<CAPTION>

                                                                         Non-
                                                     Participant      Participant
                                                      Directed         Directed
                                                    -------------  --------------
                                                         Loan         Unallocated                   
                                                         Fund            Funds          Total    
                                                     ------------   -------------   ------------
<S>                                                  <C>            <C>             <C>
Investment income                                    $     12,394   $     (5,350)   $  3,413,737
Net realized and unrealized appreciation                        -              -       9,558,196
Employer contribution (Note 3)                                  -          9,053       4,523,822
Employee contribution (Note 3)                                  -        (21,687)      6,565,484
Rollover contribution                                           -              -          99,926
Loans to Participants                                     625,143              -               -
Loan repayments                                          (340,133)             -               -
Benefits paid directly to participants                    (19,214)             -     (11,919,789)
Administrative expenses                                         -       (211,900)       (787,895)
Transfer of participants balances                               -              -               -
Transfer from other trustee                                     -              -       2,226,862
                                                     ------------   ------------   -------------
Increase in net assets available for plan benefits        278,190       (229,884)     13,680,343
Net assets available for plan benefits:
   Beginning of year                                      356,936      3,885,662      97,233,339
                                                     ------------   ------------   -------------
   End of year                                       $    635,126      3,655,778     110,913,682
                                                     ============   ============   =============
</TABLE>

                 The accompanying notes to financial statements
              are an integral part of these financial statements.


                                      F-5
<PAGE>



                          COLLINS & AIKMAN CORPORATION

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995

1.   General

     On July 7, 1994, Collins & Aikman Corporation (a wholly-owned subsidiary of
     Collins & Aikman Group, Inc.) changed its name to Collins & Aikman Products
     Co. On July 13,  1994,  Collins & Aikman  Group,  Inc.  was merged into its
     wholly-owned  subsidiary  Collins & Aikman  Products  Co. (the  "Company").
     Effective March 1, 1991, the Collins & Aikman Corporation Employees' Profit
     Sharing and Personal  Savings Plan (the "Plan") was amended and restated to
     comply with the Tax Reform Act of 1986 (Note 8).

     Banker's Trust Company (the  "Trustee")  serves as trustee to the Plan. The
     Trustee acts as custodian for the Plan's  assets,  executes all  investment
     transactions and provides periodic reports to the Plan's administrators.


2.   Summary of Significant Accounting Policies

     The  accompanying  financial  statements  have been  prepared on an accrual
     basis of accounting.  Administrative  expenses,  including compensation and
     expenses  of the  Trustee,  have  been  borne  by the Plan  while  expenses
     incidental  to the purchase and sale of  investments  are  reflected in the
     cost of the related securities. Certain expenses related to the
     administration of the Plan have been borne by the Company.

     Current values of trust  investments are based upon quoted market prices of
     the  underlying   securities.   Realized  appreciation   (depreciation)  is
     determined  as the  difference  between  sales  proceeds  and the  value of
     investment  units  as of the  beginning  of the  plan  year or the  cost of
     investment  units  purchased  during  the  year.  Unrealized   appreciation
     (depreciation)  is  determined  as the  difference  between  the  value  of
     investment  units at the end of the plan year and the  value of  investment
     units at the  beginning of the plan year, or cost if the  investment  units
     were purchased during the current year.

     Effective June 28, 1996, the Company's Wickes  Manufacturing and Automotive
     Aftermarket  Distribution  Group  Gold Plan (the  "Wickes  Gold  Plan") was
     merged into the Plan. Accordingly,  approximately $2,227,000 in assets from
     participants  of the Wickes Gold Plan were  transferred  to the Plan.

     Effective  July 1, 1996,  employees  other  than   excluded  employees  (as
     defined),  may make rollover  contributions  to the Plan as provided by the
     Plan's  provisions.  Also, as of July 1, 1996,  after the effective date of
     the transaction to dividend Imperial  Wallcoverings,  Inc.  ("Imperial") to
     the  shareholders  of  Collins  & Aikman  Corporation  ("Imperial  Spin-off
     Date"),  Imperial will no longer be a  participating  employer in the Plan.
     The  accounts of each  participant  employed  by  Imperial on the  Imperial
     Spin-off Date will be fully vested and nonforfeitable.  Benefit payments of
     Imperial  affected  participants  shall  commence  on the  first day of any
     calendar month following the spin-off pursuant to the Plan provisions.


                                       F-6
<PAGE>

     As indicated in Note 3, the  Guaranteed  Fund's assets  include  Guaranteed
     Investment   Contracts  (GIC's)  and  Bank  Investment   Contracts  (BIC's)
     sponsored by various insurance companies and banks authorized to issue such
     contracts as well as GIC Alternatives  sponsored by the Trustee.  The GIC's
     and BIC's are reported to the Trustee by the  insurance  companies or banks
     at contract  value,  which  approximate  fair market value.  Contract value
     includes contributions plus accrued earnings less administrative  expenses.
     The GIC  Alternatives  represent  pooled funds of fixed  income  securities
     which are traded on national exchanges. These pooled funds are covered by a
     "wrapper  contract"  which  guarantees  the Plan's  principal  as well as a
     stated rate of return.  The GIC  Alternatives  are  reported at the wrapper
     contract value,  which  approximates  fair market value, and which includes
     contributions plus accrued interest less administrative expenses.

     Two participant contribution accounts and two company contribution accounts
     are maintained  for each  participant to account for his or her interest in
     the Plan. The participant  contribution  accounts consist of before-tax and
     after-tax savings accounts.  The company  contribution  accounts consist of
     profit  sharing and company match  accounts  (Note 3). The accounts for all
     participants are valued at their fair market value on the valuation date in
     accordance with the plan agreement.

     The Company's profit sharing  contribution is allocated to each participant
     who was an active  employee at the end of the plan year in the ratio of the
     active participant's eligible compensation to the total compensation of all
     active participants.

3.   Description of the Plan

     The Plan is a defined  contribution  plan subject to the  provisions of the
     Employee  Retirement  Income  Security Act of 1974. The following  separate
     elective investment funds are available to the participants for the purpose
     of investing their contributions and the Company's contributions:

     - A guaranteed  fund which invests in the Trustee's  Interest  Income Fund.
       The Interest  Income Fund invests in GIC's,  BIC's and GIC  Alternatives,
       which are guaranteed as to both principal and income.

     - An equity fund which invests in the Trustee's  Equity 500 Index Fund. The
       Equity 500 Index Fund invests  principally  in common stocks and may also
       hold  S&P  Index  Futures  contracts  and  other  investments   including
       preferred  stocks,  corporate notes and other corporate  investments as a
       result of transactions  initiated by investee  corporations.  Investments
       are  selected  by the  investment  manager  to  statistically  mirror the
       performance  of the S&P 500 Index,  and no one  investment  accounts  for
       greater than 3.0% of the fund's assets.

     - A balanced fund which invests in the Trustee's  Equity 500 Index Fund and
       the  Trustee's  Short and  Intermediate  Term Bond Fund at the  Trustee's
       discretion.  The Short and  Intermediate  Term Bond Fund is invested in a
       diversified  portfolio of foreign and domestic fixed income  investments,
       with a small  percentage of assets also  invested in corporate  bonds and
       mortgages.

     - An international equity fund which invests in the Trustee's International
       Equity Fund. The  International  Equity Fund invests in foreign  equities
       and other foreign securities with equity characteristics.

     - A  small  capitalization  fund  which  invests  in  the  Trustee's  Small
       Capitalization  Equity Fund. The Small Capitalization Equity Fund invests
       in  smaller-sized   companies,   and  investments  are  selected  by  the
       investment manager to statistically mirror the performance of the Russell
       2000 Index.

                                       F-7
<PAGE>

     As outlined in the plan agreement,  the Company shall make a profit sharing
     contribution  in such amount,  if any, as determined by the Company's Board
     of Directors.  The Company shall also make a Company match  contribution to
     the Plan in accordance  with the plan agreement for each eligible  salaried
     participant for whom a before-tax savings  contribution is made. The amount
     of  the  Company  matching  contribution  is 50%  of  the  first  3% of the
     participant's before-tax compensation that has been contributed.

     Employees may elect to make  contributions  to the Plan on a before-tax and
     after-tax basis.  Percentages withheld from eligible compensation on behalf
     of the employee must be in whole multiples of 1% and cannot exceed 10%.

     All  contributions  made on behalf of a  participant  shall be  invested as
     designated  by  the  participant  in the  specific  investment  fund(s)  in
     multiples of 10%.

     Prior to July 1, 1991,  participants  were entitled to borrow from the Plan
     amounts up to 50% of the value of their  vested  interests  in the Plan and
     were charged interest in accordance with the Plan's provisions.  The period
     for  repayment  for any loan did not exceed five years  unless the loan was
     used to  purchase,  construct  or  substantially  rehabilitate  a principal
     residence of the participant or their immediate  family.  Effective July 1,
     1991,  participants  were not  permitted  to  obtain  loans  from the Plan.
     Effective  November 1, 1996, the Plan was amended to allow  participants to
     borrow from their  before-tax and after-tax  savings  accounts in an amount
     not to exceed the lesser of 50% of their interests in the Plan or $50,000.
     Loans  may have a maximum  term of four  years and will be repaid through
     bi-monthly payroll deductions. Participants are charged interest in
     accordance with the Plan's  provisions.  The Plan had loans  outstanding to
     participants  of $635,126  and  $356,936 as of December  31, 1996 and 1995,
     respectively.

4.   Investments

     The fair value of individual  investments  that represent 5% or more of the
     Plan's total investments as of December 31, 1996 or 1995 are as follows:
<TABLE>
<CAPTION>
                                                                            1996             1995
                                                                     --------------     --------------
     <S>                                                             <C>                <C>
     Banker's Trust Short and Intermediate Term Bond Fund            $    4,727,715     $    6,249,456
     Banker's Trust Large Capitalization Equity 500 Index Fund           54,177,503              -
     Banker's Trust Pyramid GIC Fund II                                  41,863,821              -
     Banker's Trust Pyramid Equity Index Fund                                 -             42,982,626
     Banker's Trust Pyramid Open End GIC Fund                                 -             43,488,665
</TABLE>

     During  1996,  the  Plan's  investments  (including  gains  and  losses  on
     investments  bought and sold, as well as held during the year)  appreciated
     (depreciated) in value by $9,558,196 as follows:

                                                                       1996
                                                                 ---------------
     Banker's Trust Short and Intermediate Term Bond Fund        $      217,936
     Banker's Trust Equity 500 Index Fund                             9,378,313
     Banker's Trust International Equity Fund                            84,969
     Banker's Trust Small Capitalization Equity Fund                   (123,022)
                                                                     -----------
     Net realized and unrealized appreciation                    $    9,558,196
                                                                     ===========

                                       F-8
<PAGE>


     During 1996, the Plan's investments in the Guaranteed Fund earned income of
     approximately $2,387,000,  respectively,  which represents an average yield
     of 5.6%.

5.   Distributions, Vesting and Forfeitures

     A  participant  is fully  vested  with  respect to the profit  sharing  and
     Company match accounts after five years of service. The amounts credited to
     a participant's  before-tax and after-tax savings accounts are fully vested
     when credited.  A participant or participant's  beneficiary shall receive a
     distribution  equal to the value of his vested individual account as of the
     valuation  date  on  or  following  retirement,   death,   disability,   or
     termination  of  service.  Payment of the  benefit is made in the form of a
     lump sum or periodic installments as outlined in the plan agreement.

     A  participant  who  terminates  service  without a fully  vested  interest
     forfeits any nonvested balance in his or her Company contribution  accounts
     as  of  the  valuation  date  coincident  with  or  following  his  or  her
     termination  of service.  The forfeited  funds are then  distributed to the
     participants'  accounts  ratably based upon  participant  balances.  During
     1996,  approximately  $171,000  in  forfeitures  were  allocated  to active
     participants.

6.   Payable to Terminated Participants/Reconciliation to Form 5500

     Amounts payable to those participants who have withdrawn from participation
     in the earnings and operations of the Plan as of December 31, 1996 and 1995
     are  included as a component  of Net Assets  Available  for Plan  Benefits.
     Distributions payable to these terminated participants, net of forfeitures,
     are as follows:

                                                   1996             1995
                                               -----------      -----------
     Collective investment funds               $    22,505      $   951,167
     Loans Receivable - participants                     -            2,591
                                               -----------      -----------
     Total                                     $    22,505      $   953,758
                                               ===========      ===========

     These amounts are recorded as a liability in the Plan's Form 5500; however,
     these amounts are not recorded as a liability in accordance  with generally
     accepted accounting  principles.  The following tables reconcile net assets
     available for plan benefits per the financial  statements and benefits paid
     directly to  participants to the Form 5500 to be filed by the Company as of
     December 31, 1996 and 1995 and for the year ended December 31, 1996:
<TABLE>
<CAPTION>
                                                                                         1996                1995
                                                                                    --------------      --------------
     <S>                                                                            <C>                 <C>
     Net assets available for benefits per financial statements                     $  110,913,682      $   97,233,339
     Amounts allocated to withdrawing participants                                         (22,505)           (953,758)
                                                                                    --------------      --------------
     Net assets available for benefits per the Form 5500                            $  110,891,177      $   96,279,581
                                                                                    ==============      ==============
<CAPTION>

                                                                                                 Year Ended
                                                                                                December 31,
                                                                                                    1996
                                                                                                ------------
     <S>                                                                                        <C>
     Benefits paid directly to participants per the financial statements                        $ 11,919,789
     Add: Amounts allocated to withdrawing participants at December 31, 1996                          22,505
     Less:   Amounts allocated to withdrawing participants at December 31, 1995                     (953,758)
                                                                                                ------------
     Benefits paid directly to participants per the Form 5500                                   $ 10,988,536
                                                                                                ============
</TABLE>


                                       F-9
<PAGE>


7.   Termination of Plan

     The Plan may be terminated  at any time at the  discretion of the Company's
     Board of Directors. As of the termination date, contributions will cease to
     be made by the Company.  Upon complete or partial  termination of the Plan,
     all  participants  will  be  fully  vested  in  accordance  with  the  plan
     agreement.

8.   Federal Income Taxes

     The Plan received an updated  determination letter dated September 7, 1995,
     from the Internal Revenue Service,  stating that the Plan was in accordance
     with applicable plan design requirements as of that date and thus qualified
     for tax exempt status. The employer believes the plan has been operating in
     compliance  with the  Plan  document  and  thus  continues  to  qualify  as
     tax-exempt.


9.   Related Party Transactions

     Certain Plan  investments  are shares of funds  managed by Banker's  Trust.
     Banker's Trust is the trustee as defined by the Plan and, therefore,  these
     transactions qualify as party-in-interest.

10.  Subsequent Events

     Effective  February 6, 1997 the  Floorcoverings  division was acquired by a
     company formed by Quad-C,  Inc. and Paribas Principal  Partners.  Effective
     July 16, 1997,  the  Mastercraft  division was acquired by the Joan Fabrics
     Corporation.  The plan has been amended effective January 15, 1997 to allow
     the Company or the  respective  purchasers of the divisions to transfer the
     participants employed by the divisions to a successor tax-qualified plan. A
     successor  plan would be maintained and  administered  by the purchasers of
     the respective  division.  In  conjunction  with the  Floorcoverings  sale,
     approximately  684  participants  with  account  balances of  approximately
     $9,700,000 were transferred to a successor plan effective April 2, 1997. In
     conjunction with the Mastercraft sale, participants employed by Mastercraft
     may no longer  contribute  to the Plan,  effective  July 16, 1997.  Company
     Management plans to transfer the assets of the Mastercraft  participants to
     a successor plan in October 1997.

     In June 1997, the Board of Directors approved the stock of Collins & Aikman
     Corporation   as  a  separate   elective   investment   fund  available  to
     participants for the purpose of investing contributions.  The Company plans
     for the employer stock to be available as an investment option on September
     1, 1997, pending SEC approval of a Form S-8 Registration Statement.


                                      F-10



<PAGE>
<TABLE>
<CAPTION>

                                                                                                                          Schedule I

                                                                       COLLINS & AIKMAN CORPORATION

                                                           EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                                                             ITEM 27-a SCHEDULE OF ASSETS HELD FOR INVESTMENT

                                                                         AS OF DECEMBER 31, 1996


                                                                                                                            (e)
               (b)                                       (c)                                             (d)              Current
(a)     Identity of Issuer                           Description                                        Cost               Value
- ---    --------------------  ----------------------------------------------------------------     ---------------   ---------------
 <S>  <C>                     <C>                                                                 <C>                <C>
 *      Banker's Trust        Large Capitalization Equity 500 Index Fund - 2,605,883 units        $    45,286,921    $   54,177,503
 *      Banker's Trust        International Equity Fund - 62,904 units                                  1,035,967         1,107,734
 *      Banker's Trust        Small Capitalization Equity Fund - 75,568 units                           1,498,913         1,373,072
 *      Banker's Trust        Short and Intermediate Term Bond Fund - 2,734,316 units                   4,213,222         4,727,715
 *      Banker's Trust        Discretionary Cash Fund - 3,105,612 units                                 3,105,612         3,105,612
 *      Banker's Trust        Pyramid GIC Fund II - 41,863,821 units                                   41,863,821        41,863,821
 *      Loan Fund             Participant loans (interest rates range from 6.3% to 10%)                   706,301           706,301
                                                                                                  ---------------    --------------
      Total Investments                                                                            $   97,710,757    $  107,061,758
                                                                                                 ================    ==============
</TABLE>

* Represents Party-in-interest to the Plan


                 The accompanying notes to financial statements
                      are an integral part of this schedule


                                      F-11



<PAGE>
<TABLE>
<CAPTION>


                                                                                                                        Schedule II


                          COLLINS & AIKMAN CORPORATION

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                  ITEM 27-d SCHEDULE OF REPORTABLE TRANSACTIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1996

                                                                                                                (h)
       (a)                                                                                                 Current Value
     Identity                                                    (c)             (d)            (g)         of Asset on       (i)
     of Party                         (b)                      Purchase        Selling        Cost of       Transaction    Net Gain
     Involved                 Description of Asset              Price           Price          Asset            Date        (Loss)
- ----------------------  ---------------------------------   ------------    ------------   ------------   ------------   -----------
 <S>                    <C>                                 <C>             <C>            <C>            <C>            <C>
 *  Banker's Trust Co.  Discretionary Cash Fund (261
                        purchases)                          $ 26,110,589   $       -       $ 26,110,589   $ 26,110,589   $       -
 *  Banker's Trust Co.  Discretionary Cash Fund (233
                        sales)                                    -           23,055,224     23,055,224     23,055,224           -
 *  Banker's Trust Co.  Pyramid Open End GIC Fund (33
                        purchases)                             5,669,160           -          5,669,160      5,669,160           -
 *  Banker's Trust Co.  Pyramid Open End GIC Fund (30
                        sales)                                    -           49,157,824     49,157,824     49,157,824           -
 *  Banker's Trust Co.  Pyramid GIC Fund II (33
                        purchases)                            46,362,175           -         46,362,175     46,362,175           -
 *  Banker's Trust Co.  Pyramid GIC Fund II (42 sales)            -            4,498,353      4,498,353      4,498,353           -
 *  Banker's Trust Co.  Short and Intermediate Term Bond
                        Fund (22 purchases)                    2,301,080           -          2,301,080      2,301,080           -
 *  Banker's Trust Co.  Short and Intermediate Term Bond
                        Fund (19 sales)                           -            4,040,757      3,693,821      4,040,757       346,936
 *  Banker's Trust Co.  Large Capitalization Equity 500
                        Index Fund (35 purchases)             42,138,640           -         42,138,640     42,128,640           -
 *  Banker's Trust Co.  Large Capitalization Equity 500
                        Index Fund (56 sales)                     -            4,780,925      4,327,454      4,780,925       453,471
 *  Banker's Trust Co.  Pyramid Equity Index Fund (45
                        purchases)                             8,109,654           -          8,109,654      8,109,654           -
 *  Banker's Trust Co.  Pyramid Equity Index Fund ( 38
                        sales)                                    -           43,650,806     27,820,657     43,650,806    15,830,149
</TABLE>


*    Represents Party-in-interest to the Plan

Columns (e) and (f) are not included as they are not applicable to the Plan




                 The accompanying notes to financial statements
                      are an integral part of this schedule








                                      F-12




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