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, 1998
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:
<TABLE>
<CAPTION>
Description Page No.
- ----------- --------
<S> <C>
Report of Independent Accountants F-2
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1998 F-3
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 F-4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1998 F-5
Notes to Financial Statements F-6
- -------------------------------------------------------------------------------------------------------------------
The following exhibit is being filed herewith:
Exhibit No. Description
- ----------- -----------
1 Consent of Independent Public Accountants F-13
</TABLE>
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 28, 1999 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
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
COLLINS & AIKMAN PRODUCTS CO.
(FORMERLY COLLINS & AIKMAN CORPORATION)
EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 and 1997
Report of Independent Public Accountants
Statement of Net Assets Available for Benefits with Fund Information as of
December 31, 1998
Statement of Net Assets Available for Benefits with Fund Information as of
December 31, 1997
Statement of Changes in Net Assets Available for Benefits with Fund Information
for the Year Ended December 31, 1998
Notes to Financial Statements
Schedule I - Item 27-a Schedule of Assets Held for Investment as of
December 31, 1998
Schedule II - Item 27-d Schedule of Reportable Transactions for the
Year Ended December 31, 1998
F-1
<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 amounts held for investment, of
the Collins & Aikman Products Co. (formerly Collins & Aikman Corporation)
Employees' Profit Sharing and Personal Savings Plan (the "Plan") as of December
31, 1998 and 1997, and the related statement of changes in net assets available
for benefits with fund information for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, 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 28, 1999.
F-2
<PAGE>
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, 1998
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------
Small
Guaranteed Balanced Equity International Capitalization
Fund Fund Fund Equity Fund Fund
---- ---- ---- ----------- ----
<S> <C> <C> <C> <C> <C>
Investments:
Participation in mutual funds $40,104,606 $18,219,673 $53,560,814 $3,687,589 $4,228,484
Cash fund - - - - -
Common stock - - - - -
Loans receivable - participants (Note 1) - - - - -
----------- ----------- ----------- ----------- -----------
Total investments 40,104,606 18,219,673 53,560,814 3,687,589 4,228,484
Employer contribution receivable - - - - -
Employee contribution receivable - - - - -
Due from (to) other funds (18,162) (3,630) 144,387 74,446 (33,329)
Transfer in process from prior trustee
(Note 4) - - - - -
Accrued interest receivable 185,414 - - - -
Accrued loan repayments - - - - -
Due to broker for securities purchased (258,580) (49,748) (246,002) (102,845) (31,333)
Accrued administrative expenses - - - - -
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $40,013,278 $18,166,295 $53,459,199 $ 3,659,190 $ 4,163,822
============ ============ ============ ============ ============
<CAPTION>
Non-Participant
Directed
--------------
Company Loan Unallocated
Stock Fund Fund Funds Total
---------- ---- ----- -----
<S> <C> <C> <C> <C>
Investments:
Participation in mutual funds $ - $ - $ - $119,801,166
Cash fund 177,187 - 380,142 557,329
Common stock 1,268,222 - - 1,268,222
Loans receivable - participants (Note 1) - 1,516,687 - 1,516,687
----------- ----------- ----------- -----------
Total investments 1,445,409 1,516,687 380,142 123,143,404
Employer contribution receivable - - 3,348,072 3,348,072
Employee contribution receivable - - 56,139 56,139
Due from (to) other funds (163,712) - - -
Transfer in process from prior trustee
(Note 4) - - 388,605 388,605
Accrued interest receivable 153,376 - 475 339,265
Accrued loan repayments - (18,493) - (18,493)
Due to broker for securities purchased (146,296) - (11,580) (846,384)
Accrued administrative expenses - - (18,650) (18,650)
----------- ----------- ----------- -----------
Net assets available for benefits $ 1,288,777 $1,498,194 $ 4,143,203 $126,391,958
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of this financial statement.
F-3
<PAGE>
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
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Small
Guaranteed Balanced Equity International Capitalization
Fund Fund Fund Equity Fund Fund
---- ---- ---- ----------- ----
<S> <C> <C> <C> <C> <C>
Investments:
Participation in collective investment
funds $ 33,022,420 $ 14,448,932 $ - $ - $ -
Participation in mutual funds - 994,336 42,313,848 2,203,642 2,455,438
Cash fund - - - - -
Common stock - - - - -
Loans receivable - participants (Note 1) - - - - -
----------- ----------- ----------- ----------- -----------
Total investments 33,022,420 15,443,268 42,313,848 2,203,642 2,455,438
Employer contribution receivable - - - - -
Employee contribution receivable - - - - -
Due from (to) other funds (30,145) 41,035 17,925 (39,873) 8,842
Transfer in process from prior trustees
(Note 4) - - - - -
Accrued interest receivable 151,243 7,489 71 21,228 9
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
============ ============ ============ ============ ============
<CAPTION>
Non-Participant
Directed
-----------
Company Loan Unallocated
Stock Fund Fund Funds Total
---------- ---- ----- -----
<S> <C> <C> <C> <C>
Investments:
Participation in collective investment funds $ - $ - $ 86,766 $ 47,558,118
Participation in mutual funds - - - 47,967,264
Cash fund 10,541 - - 10,541
Common stock 234,695 - - 234,695
Loans receivable - participants (Note 1) - 1,139,246 - 1,139,246
----------- ----------- ----------- -----------
Total investments 245,236 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 2,216 - - -
Transfer in process from prior trustees
(Note 4) - - 22,118,790 22,118,790
Accrued interest receivable 112 - 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 $ 247,564 $1,108,473 $24,886,362 $121,715,175
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of this financial statement.
F-4
<PAGE>
<TABLE>
<CAPTION>
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, 1998
Participant Directed
------------------------------------------------------------------------
Small
Guaranteed Balanced Equity International Capitalization
Fund Fund Fund Equity Fund Fund
---- ---- ---- ----------- ----
<S> <C> <C> <C> <C> <C>
Investment income $ 2,144,317 $ 3,597,162 $1,513,063 $ 9,061 $ 11,419
Net realized and unrealized gain (loss) from
investment activity 5,162 (736,741) 10,462,844 455,935 92,966
Employer contribution 108,088 119,438 319,682 60,197 70,740
Employee contribution 1,731,956 1,010,271 2,549,631 435,302 532,610
Rollover contribution 128,945 30,429 60,096 10,695 35,428
Loans to participants (235,589) (120,275) (291,142) (37,434) (39,822)
Loan repayments 273,458 110,584 285,989 45,572 53,125
Benefits paid directly to participants (12,308,989) (1,790,800) (4,363,270) (550,589) (354,916)
Administrative expenses (422,050) (120,930) (169,607) (12,723) (13,166)
Transfer of participants' balances 15,829,720 1,654,896 2,086,725 1,058,177 1,698,171
Transfer from (to) other trustees (Note 4) (385,258) (1,079,531) (1,203,801) - (366,213)
----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits 6,869,760 2,674,503 11,250,210 1,474,193 1,720,342
Net assets available for benefits:
Beginning of year 33,143,518 15,491,792 42,208,989 2,184,997 2,443,480
----------- ----------- ----------- ----------- -----------
End of year $ 40,013,278 $18,166,295 $ 53,459,199 $ 3,659,190 $ 4,163,822
============ ============ ============ ============ ============
<CAPTION>
Non-Participant
Directed
------------------------- ---------------
Company Loan Unallocated
Stock Fund Fund Funds Total
----- ---- ----- -----
<S> <C> <C> <C> <C>
Investment income $2,644 $ 124,710 $ 140,923 $ 7,543,299
Net realized and unrealized gain (loss) from
investment activity (639,134) - - 9,641,032
Employer contribution 17,725 - 3,348,072 4,043,942
Employee contribution 132,131 - 755 6,392,656
Rollover contribution 2,403 - - 267,996
Loans to participants (11,838) 736,100 - -
Loan repayments 16,955 (799,143) 13,460 -
Benefits paid directly to participants (54,562) (263,524) (11,580) (19,698,230)
Administrative expenses (4,101) - (54,707) (797,284)
Transfer of participants' balances 1,578,990 662,008 (24,568,687) -
Transfer from (to) other trustees (Note 4) - (70,430) 388,605 (2,716,628)
----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits 1,041,213 389,721 (20,743,159) 4,676,783
Net assets available for benefits:
Beginning of year 247,564 1,108,473 24,886,362 121,715,175
----------- ----------- ----------- -----------
End of year $1,288,777 $1,498,194 $ 4,143,203 $126,391,958
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of this financial statement.
F-5
<PAGE>
COLLINS & AIKMAN PRODUCTS CO.
(FORMERLY COLLINS & AIKMAN CORPORATION)
EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. 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 Collins & Aikman Products Co. (formerly Collins & Aikman
Corporation) Employees' Profit Sharing and Personal Savings Plan (the
"Plan") is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, which is sponsored by
Collins & Aikman Products Co. (the "Company"). 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. 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 a collective trust fund
or mutual fund approved by the Trustee. As of December 31, 1997, the
guaranteed fund was invested in a collective trust fund which was
invested in guaranteed investment contracts issued by insurance
companies (GIC's), fixed investment contracts issued by federally
regulated banking institutions (BIC's) and other similar fixed
income contracts, which are guaranteed as to both principal and
income. As of December 31, 1998, the guaranteed fund was invested in
a mutual fund which was invested in various fixed income securities
including guaranteed investment contracts issued by insurance
companies or federally regulated banking institutions. The mutual
fund purchased "wrapper contracts" from financially stable third
parties which maintained the net asset value per unit of the fund at
a net value.
- A balanced fund which invests primarily in mutual funds sponsored by
the Trustee. As of December 31, 1997, the balanced fund was
primarily invested in the Short and Intermediate Bond Fund and the
Equity Fund, which were managed by the Trustee. The Short and
Intermediate Fund was 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, and the
Equity Fund was invested in the Trustee's Equity 500 Index as of
December 31, 1997. As of December 31, 1998, the balanced fund was
invested in the Pyramid Fund Asset Management Fund managed by the
Trustee. The Pyramid Fund Asset Management Fund was primarily
invested in common stock of domestic companies as of December 31,
1998.
- An equity fund which invests primarily in an equity based mutual
fund sponsored by the Trustee. 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 a mutual fund
sponsored by the Trustee of which the underlying investments are
comprised of 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 common stock of Collins &
Aikman Corporation. The Company is a wholly owned subsidiary of
Collins & Aikman Corporation.
F-6
<PAGE>
The unallocated fund includes employer and employee contributions
receivable as of the Plan year-end and accrued administrative expenses
which have not been allocated to participants' investment elections as
of December 31, 1998. 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. During the 1998 Plan year, the Company
elected to contribute approximately $3,300,000 to the Plan as a profit
sharing contribution. 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. For a description of an amendment to the Plan effective
July 1, 1999, which eliminates the Company profit sharing contribution
and increases the Company matching contribution, see Note 10.
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 an 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%.
Participants may elect 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 payroll deductions. Participants are
charged interest in accordance with the Plan's provisions. The Plan had
loans outstanding to participants of $1,498,194 and $1,108,473 as of
December 31, 1998 and 1997, respectively.
2. Summary of Significant Accounting Policies
The accompanying financial statements have been prepared on the 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.
As indicated in Note 1, the underlying collective or mutual funds in
which the guaranteed fund is invested are invested in various fixed
income securities including guaranteed investment contracts issued by
insurance companies or federally regulated banking institutions. These
investment contracts are valued at contract value which represents
contributions plus accrued earnings. The underlying collective or mutual
funds purchase "wrapper contracts" from financially stable insurance or
banking institutions which are independent of the Trustee. These
"wrapper contracts" guarantee the liquidation value of the contracts for
purposes of distributing assets to participants of the Plan for accounts
invested in the respective funds. Through the use of the "wrapper
contracts", the underlying investment contracts are fully benefit
responsive as defined by AICPA Statement of Position 94-4 "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and
Defined Contribution Pension Plans" and thus are recorded at contract
value in accordance with generally accepted accounting principles.
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 1).
The accounts for all participants are valued at their fair market value
on the valuation date in accordance with the Plan agreement.
F-7
<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. Investments
The fair value of individual investments that represent 5% or more of
the Plan's total investments as of December 31, 1998 or 1997 are as
follows:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Banker's Trust Pyramid Funds (Large Capitalization Equity 500 Fund) $ 53,560,814 $ -
Banker's Trust Pyramid Funds (Asset Management Fund) 18,219,673 -
Banker's Trust Pyramid Mutual Fund (Preservation Plus Fund
Institutional Service) 40,104,606 -
Banker's Trust Pyramid Equity 500 Index Fund - 41,121,710
Banker's Trust Pyramid GIC Fund II - 32,379,758
Banker's Trust Equity Index Fund - 7,267,541
</TABLE>
During 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
increased (decreased) in value by approximately $9,641,000 as
follows:
<TABLE>
<CAPTION>
<S> <C>
1998
------------
Banker's Trust Pyramid Funds (Large Capitalization Equity 500 Fund) $ 10,346,633
Banker's Trust Pyramid Equity Index Fund 1,104,223
Banker's Trust Short and Intermediate Term Bond Fund 97,748
Banker's Trust Pyramid Asset Management Fund (2,003,175)
Vanguard Index Trust 500 Portfolio 116,211
Fidelity Balanced Fund 64,463
Banker's Trust International Equity Fund 455,935
PBHG Growth Fund 9,355
Stein Roe Investment Trust Cap Opportunities Fund 16,843
Banker's Trust Small Capitalization Fund 66,768
Collins & Aikman Common Stock Fund (639,134)
Frank Russell Capital Contract Fund 4,301
Loomis Sayler Bond Fund 861
------------
Net realized and unrealized gain from investment
activity $ 9,641,032
============
</TABLE>
During 1998, the Plan's investments in the guaranteed fund earned income
of approximately $2,144,000, which represents an average yield of 6.04%.
4. Transfer from (to) Other Trustees
The Plan was amended effective January 15, 1997 to allow account
balances of participants employed by a division which has been sold to
be transferred to a tax-qualified plan established and maintained by the
respective purchaser of the division.
Effective October 1, 1998, the assets of the Manchester Plastics, LTD
Employees 401(k) Plan (the "Manchester Plan") were merged into the Plan.
This merger had no effect on the amount of benefits accrued by the
participants of the Plan. In conjunction with the merger of the
Manchester Plan, all affected participants of the Manchester Plan became
100% vested in their account balances as of October 1, 1998. Net assets
in the amount of $388,605 were transferred from the Manchester Plan into
the Plan.
On March 13, 1998, the Company sold its Imperial Wallcoverings, Inc.
subsidiary ("Wallcoverings"). 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 were transferred to the plan
established by the purchaser of Wallcoverings. During 1998, net assets
of $3,105,233, which represented the Wallcoverings participant accounts,
were transferred out of the Plan.
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
F-8
<PAGE>
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
transferred from the above mentioned plans to the Plan at December
31, 1997 were as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Amco Division 401(k) Plan $ 1,769,254
The Savings Investment and Profit Sharing Plan 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>
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 remaining eligible active participants' accounts ratably based upon
participants' balances. During 1998, approximately $210,000 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, 1998 and 1997 are included as a component of Net Assets Available
for Benefits. Distributions payable to these terminated participants,
net of forfeitures, were $39,993 in 1998. No distributions were made to
terminated participants in 1997. 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, 1998 and 1997 and for the year ended December 31, 1998:
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Net assets available for benefits per financial statements $ 126,391,958 $ 121,715,175
Amounts allocated to withdrawing participants (39,993) -
------------- -------------
Net assets available for benefits per the Form 5500 $ 126,351,965 $ 121,715,175
============= =============
<CAPTION>
1998
------------
Benefits paid directly to participants per financial statements $19,698,230
Amounts allocated to withdrawing participants 39,993
------------
Benefits paid directly to participants per the Form 5500 $19,738,223
============
</TABLE>
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.
F-9
<PAGE>
8. 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.
9. Party-In Interest Transactions
Certain Plan investments include shares of mutual funds or collective
trust 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.
10. Subsequent Events
Effective July 1, 1999, Banker's Trust will cease to serve as trustee of
the Plan and will be succeeded by United Missouri Bank. Also effective
July 1, 1999, the Plan will change record keepers from Met Life to
American Century/J.P. Morgan.
The Company has amended the Plan effective July 1, 1999, to cease making
profit sharing contributions as well as to increase the Company matching
contribution. The amount of the Company matching contribution for
salaried employees will increase from 50% to 70% of the first 3% of a
participant's before-tax compensation that has been contributed and 50%
of the next 3%. Hourly employees will receive a match of 50% on the
first 6% of a participant's before-tax compensation that has been
contributed. The Company match for participants which participate in a
collective bargaining agreement will remain unchanged. Also, the
eligibility criteria has been amended to allow employees who do not
participate in a collective bargaining agreement to participate in the
Plan upon hire.
F-10
<PAGE>
<TABLE>
<CAPTION>
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, 1998
(b)
(a) Identity of Issuer
-------------- -----------------------------------
<S> <C> <C>
* Banker's Trust
* Banker's Trust
* Banker's Trust
* Banker's Trust
* Banker's Trust
* Banker's Trust
* Collins & Aikman Corporation
*
<CAPTION>
(c) (d) Current
Description Cost Value
--------------------------------------------------------------------- ------------------ -------------------
<S> <C> <C> <C>
Large Capitalization Equity 500 Fund - 343,383 units $ 38,253,522 $ 53,560,814
Pyramid Fund - Preservation Plus Fund - 4,040,461 units 40,104,606 40,104,606
Pyramid Fund - Asset Management Fund - 1,412,378 units 20,222,848 18,219,673
International Equity Fund - 152,506 units 3,303,406 3,687,589
Small Capitalization Equity Fund - 220,119 units 4,155,611 4,228,484
Directed Account Cash Fund - 557,329 units 557,329 557,329
Common Stock - 247,458 units 1,581,755 1,268,222
Participants loans (interest rates range from 6.3% to 14%) 1,516,687 1,516,687
------------- --------------
$ 109,695,764 $ 123,143,404
============= ==============
</TABLE>
*Represents Party-in-interest to the Plan
The accompanying notes to financial statements
are an integral part of these supplementary schedules.
F-11
<PAGE>
<TABLE>
<CAPTION>
COLLINS & AIKMAN PRODUCTS CO.
(FORMERLY COLLINS & AIKMAN COPORATION)
EMPLOYEES' PROFIT SHARING AND PERSONAL SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(a) (b) (c) (d)
Identity of Purchase Selling
Party Involved Description of Asset Price Price
------------------------- ------------------------------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
* Banker's Trust Discretionary Cash Fund (130 purchases) $ 48,626,835 $
* Banker's Trust Discretionary Cash Fund (123 sales) 51,000,652
* Banker's Trust Directed Account Cash Fund (221 purchases) 9,526,751
* Banker's Trust Directed Account Cash Fund (201 sales) 8,979,963
* Banker's Trust Pyramid GIC Fund II (32 purchases) 14,489,730
* Banker's Trust Pyramid GIC Fund II (36 sales) 47,069,488
* Banker's Trust Large Capitalization Equity 500 Fund (136 purchases) 19,622,718
* Banker's Trust Large Capitalization Equity 500 Fund (115 sales) 17,530,246
* Banker's Trust Asset Management Fund (86 purchases) 24,374,781
* Banker's Trust Asset Management Fund (84 sales) 4,147,892
* Banker's Trust Preservation Plus Fund (95 purchases) 58,449,364
* Banker's Trust Preservation Plus Fund (99 sales) 18,344,759
* Banker's Trust Small Capitalization Fund (110 purchases) 4,239,327
* Banker's Trust Small Capitalization Fund (103 sales) 2,191,004
* Banker's Trust United States Treasury Notes (1 purchase) 39,017,719
* Banker's Trust United States Treasury Notes (1 sale) 39,017,719
* Banker's Trust Short and Intermediate Term Bond Fund (1 purchase) 681,461
* Banker's Trust Short and Intermediate Term Bond Fund (1 sale) 5,867,284
* Banker's Trust Pyramid Equity Index Fund (1 purchase) 635,396
* Banker's Trust Pyramid Equity Index Fund (1 sale) 9,011,200
<CAPTION>
(h)
Current
Value of
(g) Asset on (i)
Cost of Transaction Net
Asset Date Gain/Loss
- ---------------- ---------------- ------------------
<S> <C> <C> <C>
$48,626,835 $48,626,835 $ -
51,000,652 51,000,652 -
9,526,751 9,526,751 -
8,979,963 8,979,963 -
14,489,730 14,489,730 -
47,069,488 47,069,488 -
19,622,718 19,622,718 -
13,379,477 17,530,246 4,150,770
24,374,781 24,374,781 -
4,151,933 4,147,892 (4,041)
58,449,364 58,449,364 -
18,344,759 18,344,759 -
4,239,327 4,239,327 -
2,491,333 2,191,004 (300,329)
39,017,719 39,017,719 -
39,017,719 39,017,719 -
681,461 681,461 -
5,132,750 5,867,284 734,534
635,396 635,396 -
4,443,563 9,011,200 4,567,637
</TABLE>
* Represents Party-in-interest to the Plan.
Columns (e) and (f) have been excluded as
they are not applicable.
The accompanying notes to financial statements
are an integral part of these supplementary schedules.
F-12
<PAGE>
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 28, 1999.
F-13
