COLLINS & AIKMAN CORP
11-K, 1998-06-29
CARPETS & RUGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K




(Mark One)

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

         For the fiscal year ended December 31, 1997

                                       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 333-34569

         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 28262

         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>
                              REQUIRED INFORMATION


The  following  financial  statements  for the Collins and Aikman  Products  Co.
(formerly Collins & 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 Benefits with Fund
      Information as of December 31, 1997                                  F-3

Statement of Net Assets Available for Benefits with Fund
      Information as of December 31, 1996                                  F-4

Statement of Changes in Net Assets Available for Benefits
      with Fund Information for the Year Ended December 31, 1997           F-5

Notes to Financial Statements                                              F-6

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

The following exhibit is being filed herewith:


Exhibit No.                     Description
- --------------                  ------------------------------------------------
     1                          Consent of Independent Public Accountants


                                        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




June 29, 1998              By:   /s/ J. Michael Stepp
                                ______________________________
                                     J. Michael Stepp
                                     Chairman
                                     Collins & Aikman Products Co.
                                     Benefit Plan Administration Committee

                                       3
<PAGE>
                          COLLINS & AIKMAN PRODUCTS CO.

                     (FORMERLY COLLINS & AIKMAN CORPORATION)

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                  INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 1997 AND 1996

Report of Independent Public Accountants

Statement of Net Assets Available for Benefits with Fund Information as of
     December 31, 1997

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

Statement of Changes in Net Assets Available for Benefits with Fund Information
     for the Year Ended December 31, 1997

Notes to Financial Statements

Schedule I -  Item 27-a Schedule of Assets Held for Investment as of
              December 31, 1997

Schedule II - Item 27-d Schedule of Reportable Transactions for the Year
              Ended December 31, 1997

<PAGE>

Report of Independent Public Accountants


To the Benefits Committee of
Collins & Aikman Products Co.
(formerly Collins & Aikman Corporation)
Employees' Profit Sharing and Personal Savings Plan:

We have audited the accompanying statements of net assets available for benefits
with fund information,  including the schedule of investments,  of the Collins &
Aikman Products Co. (formerly  Collins & Aikman  Corporation)  Employees' Profit
Sharing and  Personal  Savings Plan (the Plan) as of December 31, 1997 and 1996
and the related  statement of changes in net assets available for benefits with
fund information for the year ended December 31, 1997. These financial
statements are the responsibility of the Plan's mnagement. Our responsibility is
to express an opinion on these financial tatements 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended  December 31, 1997, 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 and schedules 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 benefits and the statement of changes in
net assets  available  for  benefits 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                  ARTHUR ANDERSEN LLP

June 29, 1998

                                      F-2
<PAGE>

<TABLE>
                                              COLLINS & AIKMAN PRODUCTS CO.

                                         (FORMERLY COLLINS & AIKMAN CORPORATION)

                                   EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                          STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                                 AS OF DECEMBER 31, 1997
<CAPTION>
<S> <C>


                                                                                   Participant Directed
                                            --------------------------------------------------------------------------------------
                                                                                                          Small
                                             Guaranteed     Balanced       Equity      International  Capitalization    Company
                                                Fund          Fund          Fund        Equity Fund        Fund       Stock Fund
                                            ------------  ------------   -----------   -------------  --------------  ----------
Investments:

Participation in collective investment      $ 33,022,420  $ 14,448,932   $         -    $        -     $         -       $      -
  funds

Participation in mutual funds                          -       994,336    42,313,848      2,203,642      2,455,438         10,541

Common stock                                           -             -             -              -              -        234,695

Loans receivable - participants (Note 3)               -             -             -              -              -              -
                                            ------------  ------------   -----------   -------------  --------------  -----------

     Total  investments                       33,022,420    15,443,268    42,313,848      2,203,642      2,455,438        245,236

Employer contribution receivable                       -             -             -              -              -              -

Employee contribution receivable                       -             -             -              -              -              -

Due from (to) other funds                        (30,145)       41,035         17,925       (39,873)         8,842          2,216

Transfer in process from prior trustee                 -             -             -              -              -              -
(Note 5)

Accrued interest receivable                      151,243         7,489             71        21,228              9            112

Accrued loan repayments                                -             -             -              -              -              -

Due to broker for securities purchased                 -             -      (122,855)             -        (20,809)             -

Accrued administrative expenses                        -             -             -              -              -              -

                                            ------------  ------------   -----------   -------------  --------------  ------------
     Net assets available for benefits      $ 33,143,518  $ 15,491,792   $42,208,989   $  2,184,997   $  2,443,480    $   247,564
                                            ============  ============   ===========   =============  ==============  ============
</TABLE>


<TABLE>
<CAPTION>
<S> <C>
                                                             Non-
                                           Participant   Participant
                                             Directed      Directed
                                           -----------  ------------
                                                         Unallocated
                                             Loan Fund      Funds          Total
                                            -----------  -----------   ------------
Investments:

Participation in collective investment      $        -   $     86,766  $ 47,558,118
  funds

Participation in mutual funds                        -              -    47,977,805

Common stock                                         -              -       234,695

Loans receivable - participants (Note 3)     1,139,246              -     1,139,246
                                            -----------  -----------   ------------

     Total  investments                      1,139,246         86,766    96,909,864

Employer contribution receivable                     -      2,638,698     2,638,698

Employee contribution receivable                     -         55,384        55,384

Due from (to) other funds                            -              -             -

   Transfer in ???????? from prior
      transfer (Note 5)                                    22,118,730    22,108,790

Accrued interest receivable                          -            474       180,626

Accrued loan repayments                        (30,773)             -       (30,773)

Due to broker for securities purchased               -              -      (143,664)

Accrued administrative expenses                      -        (13,750)      (13,750)

                                            -----------   -----------  ------------
     Net assets available for benefits      $1,108,473    $24,886,362  $121,715,175
                                            ===========   ===========  ============
</TABLE>

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

                                      F-3

<PAGE>

<TABLE>


                                         COLLINS & AIKMAN PRODUCTS CO.

                                    (FORMERLY COLLINS & AIKMAN CORPORATION)

                              EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                     STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

                                            AS OF DECEMBER 31, 1996




<CAPTION>
<S> <C>


                                                                                   Participant Directed
                                            ------------------------------------------------------------------------------------
                                                                                                          Small
                                             Guaranteed     Balanced       Equity      International  Capitalization
                                                Fund          Fund          Fund        Equity Fund        Fund        Loan Fund
                                            ------------  ------------   -----------   -------------  --------------  -----------
Investments:

Participation in collective investment
  funds                                     $ 42,183,724  $ 11,942,200   $    -        $    -          $         -     $    -

Participation in mutual funds                     -            697,891    43,640,037    1,118,419        1,587,037          -

Loans receivable - participants (Note 3)          -              -            -             -                    -        743,789
                                            ------------  ------------   -----------   -------------  --------------  -----------

     Total  investments                       42,183,724    19,640,097    43,640,037    1,118,419        1,587,037        743,789

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                           -             -             -             -                    -        (71,175)

Accrued administrative expenses                   -             -             -             -                    -          -
                                            ------------  ------------   -----------   -------------  --------------  -----------
     Net assets available for benefits      $ 42,451,431  $ 19,742,241  $ 43,550,154  $ 1,119,028      $ 1,573,782      $ 672,614
                                            ============  ============  ============  ==============  ==============  ===========
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
                                                  Non-
                                              Participant
                                               Directed
                                            ------------

                                             Unallocated
                                                Funds          Total
                                             -----------   ------------
Investments:

Participation in collective investment
  funds                                      $      -      $ 61,125,930

Participation in mutual funds                       -        47,043,384

Loans receivable - participants (Note 3)            -           743,789
                                             -----------   ------------

     Total  investments                             -       108,913,103

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)

Accrued administrative expenses                (333,100)       (733,200)
                                             -----------   ------------
     Net assets available for benefits      $ 3,655,778    $112,765,028
                                             ===========   ============
</TABLE>


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

                                      F-4
<PAGE>

<TABLE>
                                         COLLINS & AIKMAN PRODUCTS CO.

                                    (FORMERLY COLLINS & AIKMAN CORPORATION)

                              EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

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

                                     FOR THE YEAR ENDED DECEMBER 31, 1997

<CAPTION>
<S> <C>

                                                                                       Participant Directed
                                            --------------------------------------------------------------------------------
                                              Guaranteed      Balanced                     International       Small
                                                 Fund           Fund       Equity Fund      Equity Fund    Capitalization
                                            ------------    ------------  -------------    -------------   --------------
Investment income                           $  2,073,206    $    136,103  $  2,179,090     $     67,133    $    253,703

Net realized and unrealized appreciation               -       3,538,600    10,115,905          115,131        (135,336)

Employer contribution (Note 3)                 2,253,186         671,861     1,413,946          103,938         106,760

Employee contribution (Note 3)                 2,058,285       1,235,463     2,572,924          293,497         453,178

Rollover contribution                             58,205          21,047        60,062           18,152          30,868

Loans to participants                           (156,239)       (148,545)     (420,196)         (20,696)        (39,500)

Loan repayments                                  100,555          75,915       193,737           20,544          17,740

Benefits paid directly to participants        (6,266,235)     (1,695,935)   (4,176,545)        (123,970)       (173,930)

Administrative expenses                         (355,383)       (224,323)     (177,901)          (6,148)         (6,284)

Transfer of participants' balances             3,715,115      (1,019,400)      310,415          967,164         614,846

Transfer from (to) other trustees (Note 5)   (12,788,608)     (6,841,235)  (13,412,602)        (368,776)       (252,347)
                                            ------------    ------------  -------------    -------------   --------------
Increase (decrease) in net assets
     available for benefits                   (9,307,913)     (4,250,449)   (1,341,165)       1,065,969         869,698

Net assets available for benefits:

     Beginning of year                        42,451,431      19,742,241    43,550,154        1,119,028       1,573,782
                                            ------------    ------------  -------------    -------------   --------------
     End of year                            $ 33,143,518    $ 15,491,792  $ 42,208,989     $  2,184,997    $  2,443,480
                                            ============    ============  =============    =============   ==============
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
                                                                        Non-Participant
                                               Participant Directed        Directed
                                            -------------------------   -------------
                                              Company                    Unallocated      
                                            Stock Fund    Loan Fund         Funds         Total
                                            ----------   ------------   -------------  ------------
Investment income                           $      -     $    73,062    $     19,264   $  4,801,561

Net realized and unrealized appreciation      (30,169)             -               -     13,604,131

Employer contribution (Note 3)                    364              -      (1,296,832)     3,253,223

Employee contribution (Note 3)                  3,132              -           2,036      6,618,515

Rollover contribution                               -              -               -        188,334

Loans to participants                            (733)       785,909               -              -

Loan repayments                                   633       (413,595)          4,471              -

Benefits paid directly to participants        (15,250)       (91,531)              -    (12,543,396)

Administrative expenses                           (50)             -         394,821       (375,268)

Transfer of participants' balances            289,637              -      (4,877,777)             -

Transfer from (to) other trustees (Note 5)         -          82,014      26,984,601     (6,596,953)
                                            ----------   ------------   -------------  ------------
Increase (decrease) in net assets
     available for benefits                   247,564        435,859      21,230,584      8,950,147

Net assets available for benefits:

     Beginning of year                             -         672,614       3,655,778    112,765,028
                                            ----------   ------------   -------------  ------------
     End of year                            $ 247,564    $ 1,108,473    $ 24,886,362   $121,715,175
                                            ==========   ============   =============  ============
</TABLE>

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


                                      F-5
<PAGE>


                          COLLINS & AIKMAN PRODUCTS CO.

                     (FORMERLY COLLINS & AIKMAN CORPORATION)

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1997 AND 1996

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 Products Co.
        (formerly  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 9).

        Banker's Trust Company (the "Trustee")  serves as the principal  trustee
        of the Plan.  The  Trustee  acts as  custodian  for the  Plan's  assets,
        executes  primarily 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  July 1, 1997,  employees  other than  excluded  employees (as
        defined), may make rollover contributions to the Plan as provided by the
        Plan's provisions.

        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.

                                      F-6

<PAGE>


        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 following description of the Plan provides only general information.
        For a  more  complete  description,  participants  should  refer  to the
        Summary Plan Description.

        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  primarily in the Trustee's GIC Fund
            II. The GIC Fund II invests  in GIC's,  BIC's and GIC  Alternatives,
            which are guaranteed as to both principal and income.

        -   A balanced  fund which  invests  primarily in the  Trustee's  Equity
            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 equity fund which invests  primarily 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.

        -   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 primarily 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.

        -   A company stock fund which  invests in Collins & Aikman  Corporation
            common stock.

        The unallocated fund includes  employer and employee  contributions  and
        accrued  administrative  expenses  which  have  not  been  allocated  to
        participants'   investment  elections  as  of  December  31,  1997.  The
        unallocated fund also includes a money market  investment,  which serves
        as a temporary  holding  account for certain  transactions,  which occur
        within and between the elective investment funds.

        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 1%.

                                      F-7
<PAGE>


        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 bimonthly payroll deductions.  Participants are charged interest
        in accordance with the Plan's provisions. The Plan had loans outstanding
        to  participants  of $1,108,473 and $672,614 as of December 31, 1997 and
        1996, respectively.
 
        During 1997, the Company identified Plan assets, which are held in a
        separate trust for certain participants of one of the operating units of
        the Company, of approximately $1,851,000 at December 31, 1996 that were
        excluded from the prior financial statements of the Plan. The December
        31, 1996 statement of net assets has been revised from the previous
        presentation to include these assets. Had the effect of these assets
        been included in the 1996 statement of changes in net assets, the
        increase in net assets available for Plan benefits would have increased
        $838,000 or 6.1%.

4.      Investments

        The fair value of individual  investments  that  represent 5% or more of
        the Plan's  total  investments  as of  December  31, 1997 or 1996 are as
        follows:

                                                    1997             1996
                                                    ----             ----
         Banker's Trust Equity 500 Index Fund   $ 41,121,710   $  42,913,734
         Banker's Trust Pyramid GIC Fund II       32,579,758      41,863,821
         Banker's Trust Equity Index Fund          7,267,541      11,263,769

        During  1997,  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 $13,604,131 as follows:

                                                                     1997
                                                                     ----
         Banker's Trust Equity 500 Index Fund                   $  9,871,607
         Banker's Trust Equity Index Fund                          2,955,870
         Banker's Trust Short and Intermediate Term Bond Fund        408,945
         Vanguard Index Trust 500 Portfolio                          244,298
         Fidelity Balanced Fund                                      173,785
         Banker's Trust International Equity Fund                    115,131
         PBHG Growth Fund                                              2,200
         Stein Roe Investment Trust Cap Opportunities Fund            12,525
         Banker's Trust Small Capitalization Equity Fund            (150,061)
         Company Stock Fund                                          (30,169)
         ------------------                                     ------------
         Net realized and unrealized appreciation               $ 13,604,131
                                                                ============

        During 1997, the Plan's investments in the Guaranteed Fund earned income
        of $2,073,206, which represents an average yield of 5.5%.

5.      Transfer from (to) Other Trustees

        The plan was 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  divisions.  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.  In conjunction  with the
        Floorcoverings  sale,  approximately  $9,700,000  was  transferred  to a
        successor  plan  effective  April  2,  1997.  In  conjunction  with  the
        Mastercraft  sale,  approximately  $24,100,000 was  transferred  to  a
        successor plan, for the account balances of the Mastercraft participants
        effective August 29, 1997.


                                      F-8
<PAGE>



        Effective  December 31,  1997,  the assets of the Amco  Division  401(k)
        Plan, the Savings,  Investment and Profit Sharing Plan of JPS Automotive
        L.P.,  the Manchester  Plastics,  Inc.  Employee  Savings and Investment
        Plan, and the Manchester Plastics,  Inc. Homer Division Employees 401(k)
        Plan  were  merged  into the  Plan.  This  merger  had no  effect on the
        amount of benefits  accrued by the  participants of the plans. In
        conjunction with the merger of the plans listed below,  all affected
        participants of the respective  plans  became  100% vested in their
        account  balances as of December 31, 1997. Net assets to be transferred
        from the above mentioned plans  to the  Plan  at  December  31,  1997
        (which  were  subsequently transferred during 1998) are as follows:

<TABLE>
<CAPTION>
<S> <C>
          Amco Division 401(k) Plan                                           $   1,769,254
          The Savings, Investment and Profit Sharing of JPS Automotive L.P.      17,215,186
          Manchester Plastics, Inc. Employee Savings and Investment Plan          2,750,109
          Manchester Plastics, Inc. Homer Division Employees 401(k) Plan            384,241
                                                                              -------------
                                                                              $  22,118,790
                                                                              =============
</TABLE>

6.      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 remaining eligible active participants'  accounts ratably based upon
        participants'   balances.   During  1997,   approximately   $106,000  in
        forfeitures were allocated to active participants.

7.      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, 1997 and 1996 are  included as a component  of Net Assets  Available
        for  Plan   Benefits.   Distributions   payable   to  these   terminated
        participants, net of forfeitures, were $0 and $22,505 for 1997 and 1996,
        respectively.  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.  During 1997,
        the Company  identified Plan assets,  which are held in a separate trust
        for certain  participants  of one of the operating units of the Company,
        that were excluded from the prior financial  statements of the Plan. The
        December  31, 1996  statement  of net assets has been  revised  from the
        previous  presentation  to include  these assets (Note 3). 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, 1997 and 1996
        and for the year ended December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
                                                                             1997           1996
                                                                             ----           ----
          Net assets available for benefits per financial statements     $121,715,175   $112,765,028
          Assets maintained in separate trust during prior year (Note 3)        -         (1,851,346)
          Amounts allocated to withdrawing participants                         -            (22,505)
                                                                         ------------   ------------
          Net assets available for benefits per the Form 5500            $121,715,175   $110,891,177
                                                                         ============   ============
</TABLE>


<TABLE>
<CAPTION>
<S> <C>
                                                                                         Year Ended
                                                                                        December 31,
                                                                                             1997
                                                                                       --------------
          Benefits paid directly to participants per the financial statements          $   12,543,396
          Less:   Amounts allocated to withdrawing participants at December 31, 1996          (22,505)
                                                                                       --------------
          Benefits paid directly to participants per the Form 5500                     $   12,520,891
                                                                                       ==============
</TABLE>
                                      F-9
<PAGE>

8.      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.

9.      Federal Income Taxes

        The Plan received an updated  determination letter dated March 12, 1998,
        which covered  amendments  adopted up through January 16, 1997, 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.

10.     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.  Also,  transactions to
        acquire  shares of the  Company's  stock  qualify  as  party-in-interest
        transactions.

11.     Subsequent Event

        On March 13, 1998,  the Company sold its  Imperial  Wallcoverings,  Inc.
        subsidiary  ("Wallcoverings").  The  Company had  previously  planned to
        dividend   Wallcoverings   to  the  shareholders  of  Collins  &  Aikman
        Corporation.  At the  time of the  sale,  Wallcoverings  ceased  to be a
        participating  employer in the Plan and the accounts of each participant
        employed by Wallcoverings (approximately $3,205,000) were transferred to
        the buyers' plan.

                                      F-10
<PAGE>


                                                                      Schedule I

                          COLLINS & AIKMAN PRODUCTS CO.

                     (FORMERLY COLLINS & AIKMAN CORPORATION)

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                ITEM 27-a SCHEDULE OF ASSETS HELD FOR INVESTMENT
                             AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
<S> <C>
                                                                                                                     (e)
                   (b)                                   (c)                                            (d)        Current
(a)         Identity of Issuer                        Description                                      Cost         Value
- ---    ----------------------------   ----------------------------------------------------------  ------------   -----------
 *     Banker's Trust                 Equity 500 Index Fund - 329,105 units                       $ 32,010,280   $41,121,710
 *     Banker's Trust                 Pyramid GIC Fund II - 32,579,758 units                        32,579,758    32,579,758
 *     Banker's Trust                 Equity Index Fund - 3,202 units                                3,808,168     7,267,541
 *     Banker's Trust                 Short and Intermediate Term Bond Fund - 2,723,196 units        4,451,289     5,088,075
 *     Banker's Trust                 Discretionary Cash Fund - 2,373,815 units                      2,373,815     2,373,815
 *     Banker's Trust                 International Equity Fund - 108,959 units                      2,133,057     2,185,713
 *     Banker's Trust                 Small Capitalization Equity Fund - 116,440 units               2,407,617     2,113,393
 *     Banker's Trust                 Directed Account Cash Fund - 10,541 units                         10,541        10,541
 *     Banker's Trust                 Participants loans (interest rates range from 6.3% to 12%)     1,139,246     1,139,246
       Vanguard                       Index Trust 500 Portfolio - 12,023 units                         777,142     1,082,904
       Fidelity                       Balanced Fund - 65,117 units                                     905,772       994,336
       Frank Russell                  Capital Contract Fund - 20,484 units                             330,524       362,847
       Loomis Sayles                  Bond Fund - 2, 297 units                                          29,525        29,465
       PBHG                           Growth Fund - 5,739 units                                        144,381       145,713
       Stein Roe                      Investment Trust Cap Opportunities - 6,036 units                 168,142       180,112
 *     Collins & Aikman Corporation   Common Stock - 27,211 units                                      263,243       234,695
                                                                                                     ---------     ---------
                                                                                                   $83,532,500   $96,909,864
                                                                                                   ===========   ===========
</TABLE>

* Represents Party-in-interest to the Plan


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

                                      F-11

<PAGE>


                                                                     Schedule II

                          COLLINS & AIKMAN PRODUCTS CO.
                     (FORMERLY COLLINS & AIKMAN CORPORATION)

               EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN

                  ITEM 27-d SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
<S> <C>
                                                                                                          (h)
                                                                                                        Current
        (a)                                                                                            Value of
      Identity                                                       (c)          (d)        (g)       Asset on        (i)
      of Party                           (b)                       Purchase     Selling    Cost of    Transaction   Net Gain
      Involved                   Description of Asset               Price        Price       Asset       Date         (Loss)
   ------------------   ----------------------------------------------------  ----------  ----------  -----------   ---------
*  Banker's Trust Co.   Discretionary Cash Fund (386 purchases)  $23,838,001 $         - $23,838,001 $23,838,001   $        -
*  Banker's Trust Co.   Discretionary Cash Fund (385 sales)                -  24,559,297  24,559,297  24,559,297            -
*  Banker's Trust Co.   Pyramid GIC Fund II (103 purchases)       18,102,015           -  18,102,015  18,102,015            -
*  Banker's Trust Co.   Pyramid GIC Fund II (142 sales)                    -  17,519,653  17,519,653  17,519,653            -
*  Banker's Trust Co.   Equity 500 Index Fund (135 purchases)     15,358,188           -  15,358,188  15,358,188            -
*  Banker's Trust Co.   Equity 500 Index Fund (110 sales)                  -  27,021,819  21,159,093  27,021,819    5,862,726
*  Banker's Trust Co.   Small Capitalization Fund (122 purchases)  3,801,681           -   3,801,681   3,801,681            -
*  Banker's Trust Co.   Small Capitalization Fund (105 sales)              -   2,911,298   2,892,977   2,911,298       18,321
*  Banker's Trust Co.   Short and Intermediate Term Bond Fund      2,681,138           -   2,681,138   2,681,138            -
                        (13 purchases)
*  Banker's Trust Co.   Short and Intermediate Term Bond Fund              -   2,729,722   2,443,070   2,729,722      286,652
                        (7 sales)
*  Banker's Trust Co.   Equity Index Fund (7 purchases)              626,134           -     626,134     626,134            -
*  Banker's Trust Co.   Equity Index Fund (13 sales)                       -   7,578,231   4,293,701   7,578,231    3,284,530
</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


                                                                       Exhibit 1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into the Company's previously filed
Registration Statement File No. 333-34569.


                                                 ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
June 29, 1998.

                                      F-13



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