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
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------- ------------
Commission file number 1-11368
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
PARAGON RETIREMENT INVESTMENT SAVINGS MANAGEMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Paragon Trade Brands, Inc.
180 Technology Parkway
Norcross, Georgia 30092
Page 1 of 19
Exhibit Index at Page 17
<PAGE>
I. REPORT
Financial Statements and Schedules as of December 31, 1996 and December 31,
1995, Together With Auditors' Report, Prepared in Accordance With the Financial
Reporting Requirements of ERISA.
2
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH
AUDITORS' REPORT
3
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1996
Statement of Net Assets Available for Benefits--December 31, 1995
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1996
NOTES TO FINANCIAL STATEMENTS
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1996
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1996
Schedule III:Item 27b--Schedule of Loans in Default--December 31,
1996
4
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
The Paragon Retirement Investment
Savings Management Plan:
We have audited the accompanying statements of net assets available for benefits
of the PARAGON RETIREMENT INVESTMENT SAVINGS MANAGEMENT PLAN as of December 31,
1996 and 1995, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. These financial statements and
the schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 Paragon
Retirement Investment Savings Management Plan as of December 31, 1996 and 1995,
and the changes in its 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 of assets held
for investment purposes, reportable transactions, and loans in default 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 benefits and
changes in net assets available for 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.
Arthur Andersen LLP
Atlanta, Georgia
April 18, 1997
5
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD PARAGON
WELLESLEY VANGUARD U.S. INTERNATIONAL BOND INVESTMENT COMMON
INCOME INDEX 500 VANGUARD GROWTH GROWTH INDEX CONTRACT STOCK
FUND PORTFOLIO WINDSOR II FUND FUND FUND TRUST FUND
---------- ---------- ----------- ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment
companies $1,589,138 $2,392,082 $2,578,130 $2,456,768 $447,328 $489,067 $703,973 $6,584,701
Participant loans 0 0 0 0 0 0 0 0
---------- ---------- ---------- ---------- -------- -------- -------- ----------
1,589,138 2,392,082 2,578,130 2,456,768 447,328 489,067 703,973 6,584,701
Employee contributions
receivable 25,332 26,889 25,994 26,479 6,337 7,426 7,939 10,989
Employer contributions
receivable 0 0 0 0 0 0 0 2,043,863
Loan payments receivable 2,552 1,754 2,183 1,649 739 681 440 3,235
---------- ---------- ---------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $1,617,022 $2,420,725 $2,606,307 $2,484,896 $454,404 $497,174 $712,352 $8,642,788
========== ========== ========== ========== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
---------- ----------
<S> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment
companies $ 0 $17,241,187
Participant loans 389,211 389,211
-------- -----------
389,211 17,630,398
Employee contributions
receivable 0 137,385
Employer contributions
receivable 0 2,043,863
Loan payments receivable (13,233) 0
-------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $375,978 $19,811,646
========= ===========
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
--------------------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD PARAGON
WELLESLEY VANGUARD U.S. INTERNATIONAL BOND INVESTMENT COMMON
INCOME INDEX 500 VANGUARD GROWTH GROWTH INDEX CONTRACT STOCK
FUND PORTFOLIO WINDSOR II FUND FUND FUND TRUST FUND
---------- ---------- ----------- ---------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment
companies $1,284,420 $1,189,080 $1,504,909 $1,385,943 $143,295 $411,177 $504,974 $5,257,372
Participant loans 0 0 0 0 0 0 0 0
---------- ---------- ---------- ---------- -------- -------- -------- ----------
1,284,420 1,189,080 1,504,909 1,385,943 143,295 411,177 504,974 5,257,372
Employee contributions
receivable 33,589 26,544 29,254 28,220 3,370 9,369 9,320 9,653
Employer contributions
receivable 0 0 0 0 0 0 0 772,278
Loan payments receivable 1,703 1,159 1,450 988 354 554 409 1,635
---------- ---------- ---------- ---------- -------- -------- -------- ----------
Total assets 1,319,712 1,216,783 1,535,613 1,415,151 147,019 421,100 514,703 6,040,938
LIABILITIES:
Excess contributions 0 0 0 0 0 0 0 0
---------- ---------- ---------- ---------- -------- -------- -------- ----------
NET ASSETS
AVAILABLE FOR BENEFITS $1,319,712 $1,216,783 $1,535,613 $1,415,151 $147,019 $421,100 $514,703 $6,040,938
========== ========== ========== ========== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND OTHER TOTAL
-------- ------- ----------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment
companies $ 0 $ 0 $11,681,170
Participant loans 190,225 0 190,225
--------- --------- ------------
190,225 0 11,871,395
Employee contributions
receivable 0 0 149,319
Employer contributions
receivable 0 0 772,278
Loan payments receivable (8,252) 0 0
--------- --------- ------------
Total assets 181,973 0 12,792,992
LIABILITIES:
Excess contributions 0 (28,504) (28,504)
--------- --------- ------------
NET ASSETS
AVAILABLE FOR BENEFITS $181,973 $ (28,504) $12,764,488
========= =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
7
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
----------------------------------------------------------------------------------------------
VANGUARD VANGUARD VANGUARD VANGUARD VANGUARD PARAGON
WELLESLEY VANGUARD U.S. INTERNATIONAL BOND INVESTMENT COMMON
INCOME INDEX 500 VANGUARD GROWTH GROWTH INDEX CONTRACT STOCK
FUND PORTFOLIO WINDSOR II FUND FUND FUND TRUST FUND
------------ ---------- ----------- ---------- ------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
ASSETS:NET ASSETS
AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $1,319,712 $1,216,783 $1,535,613 $1,415,151 $147,019 $ 421,100 $514,703 $6,040,938
---------- ---------- ---------- ---------- -------- ---------- -------- ----------
SOURCES:
Employee contributions 348,018 352,758 361,054 346,482 71,118 108,816 112,252 179,853
Employer contributions 0 0 0 0 0 0 0 2,565,596
Rollovers 38,208 172,093 170,344 158,191 15,725 7,753 93,226 35,307
Loan payments 32,441 19,810 25,754 18,919 6,545 11,008 9,995 36,793
Investment income 127,610 47,122 177,141 179,939 19,282 28,737 37,476 0
Appreciation (depreciation)
in fair value of assets 9,828 325,707 268,620 263,821 22,312 (11,922) 0 1,487,840
Distribution of excess
contributions 0 0 0 0 0 0 0 0
Interfund transfers 137,508 430,387 430,680 368,677 208,723 29,140 299,058 153,546
---------- ---------- ---------- ---------- -------- ---------- -------- ----------
693,613 1,347,877 1,433,593 1,336,029 343,705 173,532 552,007 4,458,935
---------- ---------- ---------- ---------- -------- ---------- -------- ----------
APPLICATIONS:
Benefit withdrawals 83,882 80,350 141,819 142,171 13,563 22,512 288,822 289,151
Loan withdrawals 67,066 46,029 69,910 45,208 9,085 16,074 17,563 92,259
Fees and expenses 761 1,545 966 1,010 143 76 189 26,769
Interfund transfers 244,594 16,011 150,204 77,895 13,529 58,796 47,784 1,448,906
---------- ---------- ---------- ---------- -------- ---------- -------- ----------
396,303 143,935 362,899 266,284 36,320 97,458 354,358 1,857,085
---------- ---------- ---------- ---------- -------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $1,617,022 $2,420,725 $2,606,307 $2,484,896 $454,404 $ 497,174 $712,352 $8,642,788
========== ========== ========== ========== ======== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND OTHER TOTAL
--------- -------- -------
<S> <C> <C> <C>
ASSETS:
ASSETS:NET ASSETS
AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $181,973 $(28,504) $12,764,488
--------- --------- -----------
SOURCES:
Employee contributions 0 0 1,880,351
Employer contributions 0 0 2,565,596
Rollovers 0 0 690,847
Loan payments (161,265) 0 0
Investment income 22,914 0 640,221
Appreciation (depreciation)
in fair value of assets 0 0 2,366,206
Distribution of excess
contributions 0 28,504 28,504
Interfund transfers 0 0 2,057,719
--------- --------- -----------
(138,351) 28,504 10,229,444
--------- --------- -----------
APPLICATIONS:
Benefit withdrawals 30,838 0 1,093,108
Loan withdrawals (363,194) 0 0
Fees and expenses 0 0 31,459
Interfund transfers 0 0 2,057,719
--------- --------- -----------
(332,356) 0 3,182,286
--------- --------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $375,978 $ 0 $19,811,646
========= ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
8
<PAGE>
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. PLAN DESCRIPTION
The following description of the Paragon Retirement Investment Savings
Management Plan (the "Plan") is provided for general informational purposes
only. Participants should refer to the plan agreement for a more comprehensive
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan established by Paragon Trade Brands,
Inc. (the "Company"), under the provisions of Sections 401(a) and 401(k) of the
Internal Revenue Code ("IRC"), for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
The Paragon Profit Sharing Plan ("Profit Sharing Plan") was originally adopted
effective the closing date of the initial public offering in January 1993 by
Weyerhaeuser Company of the shares of common stock of the Company. The Paragon
401(k) Savings Plan ("401(k) Plan") was originally adopted, effective February
2, 1993, by the Company. Effective October 1, 1993, the Profit Sharing Plan and
the 401(k) Plan were merged and restated as the Plan. Effective January 1, 1995,
the Plan was renamed the Paragon Retirement Investment Savings Management Plan.
ELIGIBILITY
All regular employees of the Company who have completed one year of service are
eligible to participate in the Plan, except for employees covered by a
collective bargaining agreement that does not provide for participation in the
Plan, employees who are nonresident aliens and earn no U.S.-source income,
employees classified as bag stickering, and hourly paid administrative
employees. Effective January 1, 1996, former employees of Pope & Talbot, Inc.
received credit for years of service with Pope & Talbot, Inc. or any of its
subsidiaries.
PLAN ADMINISTRATION
The Plan is administered by the plan administrative committee (the "Committee"),
which is appointed by the board of directors of the Company. The Plan's
investments are held under a trust agreement with Vanguard Fiduciary Trust
Company ("Vanguard").
9
<PAGE>
CONTRIBUTIONS
Eligible employees can contribute up to 15% of compensation, as defined by the
Plan, subject to certain limitations under the IRC. The Company provides a
matching contribution equal to 50% of each participant's contribution that does
not exceed 6% of compensation. The Company may, at its discretion, make
profit-sharing contributions to the Plan in amounts to be determined by the
board of directors. Forfeitures are used to reduce future matching and profit
sharing contributions. The balance of unutilized forfeitures as of December 31,
1996 and 1995 was $82,642 and $137,205, respectively.
VESTING
Participants are immediately vested in their contributions and the actual
earnings thereon. Participants become fully vested in matching and profit
sharing contributions when they attain normal retirement age, as defined by the
Plan, or after completing five years of service, whichever occurs first. Upon a
participant's death or disability, account balances become fully vested.
BENEFITS
Upon termination of service, a participant may elect to receive currently or
defer receipt of an amount equal to the value of the vested interest in his or
her account, if the vested interest is greater than $3,500. For vested interests
not exceeding $3,500, a distribution will be made to the participant within 60
days after the last day of the plan year in which the termination occurs. All
benefit payments are made in lump-sum distributions. Special distribution rules
apply to benefit payments upon attainment of age 70 1/2 and in-service
withdrawals. In these cases, the plan document should be consulted.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions, matching and profit sharing
contributions, as well as the participant's share of the Plan's income or loss
and any related administrative expenses. The trust funds are valued on each
business day. Participant accounts are adjusted as of each valuation date to
reflect any distributions made and contributions received, including income or
loss on trust fund investments. Allocations of earnings, gains and losses are
based on the proportion of each participant's account invested in a particular
fund to the total of all participant account balances invested in such fund.
INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee contributions in
10% increments in any of the following eight investment options:
o Vanguard Wellesley Income Fund--seeks current income consistent
with reasonable risk by investing in a portfolio of high-quality
bonds and stocks. The fund also seeks the potential for moderate
growth of capital.
10
<PAGE>
o Vanguard Index 500 Portfolio--seeks to provide investment results
that correspond to the price and yield performance of publicly
traded stocks, in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index.
o Vanguard Windsor II--seeks to provide long-term capital
appreciation and dividend income by investing in common stocks. As
a secondary objective, the fund also seeks a reasonable level of
current income.
o Vanguard U.S. Growth Fund--seeks long-term capital appreciation by
investing in a diversified portfolio of common stocks with
above-average growth potential.
o Vanguard International Growth Fund--seeks long-term capital growth
by investing in the common stocks of companies based outside
of the United States.
o Vanguard Bond Index Fund--seeks to match the total return of the
Lehman Brothers Aggregate Bond Index.
o Vanguard Investment Contract Trust--seeks to provide an attractive
rate of interest and safety of principal.
o Paragon Common Stock Fund--invests primarily in Company common
stock. Profit sharing and matching contributions are made to this
account and may be transferred to the other investment options at
the discretion of the participant.
A participant may change his or her investment directions daily.
LOANS TO PARTICIPANTS
A participant may borrow up to the lesser of 50% of his or her vested account
balance, excluding profit sharing contributions, or $50,000, reduced by the
highest loan amount outstanding during the preceding 12-month period, with a
minimum loan amount of $1,000. Loans are repayable through payroll deductions
over periods ranging up to 60 months, except for loans used to purchase the
participant's primary residence, which can be repaid over a longer period. All
loans bear interest at rates set by the Committee, based on the rates charged by
commercial lenders for similar loans. As of December 31, 1996, loans totaling
$11,808 were in default with respect to interest and principal payments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting.
11
<PAGE>
INCOME RECOGNITION
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Net appreciation (depreciation) in the fair value of assets
includes both realized and unrealized appreciation (depreciation) and is
computed using the average cost method, based on the beginning-of-year market
value, or the cost of the security if it is acquired during the year.
INVESTMENT VALUATION
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held for the Plan at year-end. The value for the Paragon Common
Stock Fund is based on the closing share price of the Company's common stock.
Investments in the Paragon Common Stock Fund are assigned units of
participation. The unit value of the fund is determined daily based on the fair
market value of the underlying net assets. The total units assigned to
participants at December 31, 1996 and 1995 were 800,085 and 815,096,
respectively. The unit value at December 31, 1996 and 1995 was $8.23 and $6.45,
respectively.
ADMINISTRATIVE EXPENSES
Investment advisory fees for portfolio management by Vanguard Group, Inc. are
paid directly from fund earnings. Other administrative expenses are paid by the
Company.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan's management to use estimates
and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from those estimates.
OTHER
Excess contributions to active plan participants, as presented in the statement
of net assets available for benefits, represent the excess employee
contributions, above the IRC limitations, made during 1995 which were returned
to those employees.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated September 18, 1995, that the Plan is designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, the plan administrator believes that the
Plan was qualified and that the related trust was tax-exempt as of December 31,
1996 and 1995.
12
<PAGE>
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become fully vested in their account balances.
5. SUBSEQUENT EVENT
As of December 31, 1996, Paragon Trade Brands, Inc. common stock was valued at
$30. However, the Company's stock closed at $16 on April 18, 1997.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits according
to the financial statements to the net assets available for benefits as reported
on the Plan's Form 5500:
DECEMBER 31
------------------------
1996 1995
------------ -----------
Net assets available for
benefits per the financial
statements $19,811,646 $12,764,488
Amounts allocated to
withdrawing participants (56,643) 0
------------ -----------
Net assets available for
benefits per Form 5500 $19,755,003 $12,764,488
============ ===========
The following is a reconciliation of benefits paid to participants according
to the financial statements to benefits paid to participants as reported on
the Plan's Form 5500 for the year ended December 31, 1996:
Benefits paid to participants per the
financial statements $1,093,108
Add amounts allocated to withdrawing
participants at December 31, 1996 56,643
----------
Benefits paid to participants per Form 5500 $1,149,751
==========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not paid as of that date.
13
<PAGE>
SCHEDULE I
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
SHARES/ CURRENT
ISSUER/DESCRIPTION UNITS COST VALUE
----------------------------------------- -------- ----------- -----------
* VANGUARD--WELLESLEY INCOME FUND 77,481 $ 1,501,381 $1,589,138
* VANGUARD--INDEX 500 PORTFOLIO 34,588 1,867,951 2,392,082
* VANGUARD--WINDSOR II 108,188 2,176,885 2,578,130
* VANGUARD--U.S. GROWTH FUND 103,486 1,995,936 2,456,768
* VANGUARD--INTERNATIONAL GROWTH FUND 27,177 418,192 447,328
* VANGUARD--BOND INDEX FUND 49,702 486,823 489,067
* VANGUARD--INVESTMENT CONTRACT TRUST 703,973 703,973 703,973
* PARAGON COMMON STOCK FUND 800,085 4,405,199 6,584,701
PARTICIPANT LOANS (INTEREST RATES
FROM 9.25% TO 10.75%) 0 375,978 375,978
----------- -----------
$13,932,318 $17,617,165
=========== ===========
*Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
14
<PAGE>
SCHEDULE II
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER NUMBER
IDENTITY OF OF PURCHASE PURCHASE OF SALES SELLING NET
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE TRANSACTIONS PRICE COST GAIN
--------------------- --------------------- ------------- -------- ------------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
* VANGUARD GROUP, INC. Wellesley Income Fund 74 $ 691,193 94 $ 397,197 $ 377,498 $ 19,699
* VANGUARD GROUP, INC. Vanguard Index 500 109 1,021,230 78 151,147 128,125 23,022
Portfolio
* VANGUARD GROUP, INC. Vanguard Windsor II 122 1,167,501 98 363,535 305,237 58,298
* VANGUARD GROUP, INC. Vanguard U.S. Growth Fund 93 1,073,286 80 269,589 207,821 61,768
* VANGUARD GROUP, INC. Investment Contract Trust 71 553,357 62 354,964 354,964 0
* PARAGON TRADE BRANDS, INC. Paragon Common Stock Fund 56 1,743,729 193 1,969,040 1,537,246 431,794
</TABLE>
*Indicates a party-in-interest.
The accompanying notes are an integral part of this schedule.
15
<PAGE>
SCHEDULE III
PARAGON RETIREMENT INVESTMENT
SAVINGS MANAGEMENT PLAN
ITEM 27B--SCHEDULE OF LOANS IN DEFAULT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
AMOUNT
RECEIVED DURING UNPAID
ORIGINAL REPORTING YEAR BALANCE AMOUNT OVERDUE
AMOUNT -------------- AT END --------------
IDENTITY OF OBLIGATOR OF LOAN PRINCIPAL INTEREST OF YEAR DETAILED DESCRIPTION OF LOAN PRINCIPAL INTEREST
--------------------- ------- ------------------ ------- ---------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Issued October 11, 1994 through
through April 17, 1996; matures
VARIOUS PLAN April 24, 1998 through May 17, 1999;
PARTICIPANTS $12,997 $1,027 $231 $11,808 interest rates 9.25% TO 10.25% $3,428 $540
</TABLE>
The accompanying notes are an integral part of this schedule.
16
<PAGE>
II. EXHIBITS
Exhibit Page
------- ----
23.1 Consent of Accountants 19
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
PARAGON TRADE BRANDS, INC.
PROFIT SHARING AND SAVINGS PLAN
By: /s/ Stanley L. Bulger
------------------------
Stanley L. Bulger
Vice President - Human Resources
June 9, 1997
18
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 18, 1997, on the financial statements of the
Paragon Retirement Investment Savings Management Plan, included in the Paragon
Retirement Investment Savings Management Plan annual report on Form 11-K for the
year ended December 31, 1996, into the Company's previously filed Registration
Statement File No. 33-73726 on Form S-8.
Arthur Andersen LLP
Atlanta, Georgia
June 9, 1997
19
