<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
[X]

(Mark One)
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended June 28, 1997
                                   -------------
[ ]
                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from          to
                                       ----------  ----------

                         Commission file number: 0-22942

                             CONSO PRODUCTS COMPANY
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         SOUTH CAROLINA                                         57-0986680
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

513 NORTH DUNCAN BYPASS, P.O. BOX 326, UNION, SC                   29379
------------------------------------------------            -------------------
    (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code (864) 427-9004
                                                   --------------

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act:
                            NO PAR VALUE COMMON STOCK
             ------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES  X  NO
                                       ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]

The aggregate market value of shares of the Registrant's no par value Common
Stock, its only outstanding class of voting stock, held by non-affiliates of the
Registrant as of August 22, 1997, was $47,980,530

The number of shares outstanding of the Registrant's no par value Common Stock,
its only outstanding class of common equity, as of August 22, 1997, was
7,492,365.

                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
     Incorporated Document                                                       Parts into which Incorporated
     ---------------------                                                       -----------------------------
<S>                                                                              <C>
1997 Annual Report to Shareholders for the fiscal year ended June 28, 1997                    Part II
Proxy Statement for Annual Meeting of Shareholders to be held October 14, 1997                Part III
</TABLE>
<PAGE>   2
PART I

ITEM 1. BUSINESS

GENERAL

         Conso Products Company (together with its subsidiaries, the "Company")
is the world's largest manufacturer of decorative trimmings for the home
furnishings industry. The Company produces and sells a full range of knitted and
woven fringes, decorative cords, tasseled accessories, jacquard and other woven
braids, and apparel trims, as well as workroom tapes and supplies. The Company
also distributes brassware and other home furnishings accessories. The Company
maintains a worldwide sales force and its products are marketed to
manufacturers, distributors and retailers. Its manufacturing facilities are
located in the United States, the United Kingdom, and Mexico.

         The Company's US business, which can be traced back to 1867, was
acquired from Springs Industries, Inc. in 1986 when the company was organized by
a group of investors that included J. Cary Findlay, who became its Chief
Executive Officer and, subsequently, its sole shareholder. In December 1993, the
Company made its initial public offering of its Common Stock and, using a
portion of the proceeds of the offering, acquired British Trimmings (Holdings)
Limited, a privately held English company which is now known as "British
Trimmings Limited" and is one of the leading producers of decorative trimmings
in the United Kingdom. In connection with the offering, Conso Products Company
changed its jurisdiction of incorporation from Delaware to South Carolina.
Unless the context otherwise requires, all references in this report to "Conso"
or "Conso US" are to Conso Products Company, its Delaware predecessor, and its
majority-owned Mexican subsidiary, and all references to "British Trimmings" are
to British Trimmings Limited, its corporate predecessors and subsidiaries, and
all references to the "Company" include both Conso and British Trimmings.

         The fiscal year ended June 28, 1997 (consisting of 52 weeks ) is
referred to herein as the "1997 fiscal year," or "fiscal 1997," the fiscal year
ended June 29, 1996 (consisting of 52 weeks) is referred to herein as the "1996
fiscal year" or "fiscal 1996," and the fiscal year ended July 1, 1995
(consisting of 52 weeks) is referred to herein as the "1995 fiscal year" or
"fiscal year 1995."

         Since its initial public offering and the British Trimmings
acquisition, the Company has devoted substantial management time and attention
to the integration of the Conso US and British Trimmings operations. Particular
emphasis was placed on the transfer of Conso US's data processing technology, as
well as production, marketing and customer service systems, to British
Trimmings. A major goal in this process has been to increase the levels of stock
inventory and reduce backorders at British Trimmings so that most customer
orders for stock products can be shipped within three days.

         The Company also has made several smaller acquisitions since acquiring
British Trimmings. In May 1994, it acquired the assets of Conso Graber Canada
Inc., a Canadian producer and distributor of decorative trimmings whose business
had once been under common ownership with Conso's. The assets were acquired at a
total cost of approximately $300,000 and consisted primarily of additional
equipment which is being used at the Company's existing locations. In June 1994,
the Company acquired Wendy A. Cushing Limited and Wendy Cushing Trimmings
Limited, both English companies, for approximately $112,000. Wendy A. Cushing, a
leading designer of old world decorative trimmings, serves Conso US's and
British Trimmings' upper-end customers internationally. These companies maintain
a design studio in London and a showroom in Chelsea Harbour. In March 1996,
Conso acquired all of the assets of The Claesson Company in consideration of the
assumption of approximately $310,000 in liabilities. In connection with the
acquisition, Margareta Claesson joined Conso as Manager of the Decorative
Accessories Products Division. In September 1997, Conso acquired HFDC, Inc.
which designs and sells decorative home window fashion products, primarily under
the "DUITALL" name brand. Stuart R. Fraker, HFDC's President, will join Conso as
Manager of this new division of home fashion products.

         The Company's global growth strategy for the future includes:

  -      Additional business acquisitions as attractive opportunities are
         identified;
<PAGE>   3
  -      Continual introduction of new decorative trimmings products and the
         cross-merchandising of existing products between Conso US and British
         Trimmings;

  -      Continued expansion of the Company's customer base, including increased
         sales to furniture manufacturers, mass merchandisers and high-end
         designers;

  -      Expansion into new decorative accessory products; and

  -      Expanded international production and distribution operations, as well
         as increased export sales.

INDUSTRY

         The decorative trimmings industry constitutes a small portion of the
home furnishings industry. The Company's management is not aware of any
definitive published data on the size of the decorative trimmings industry. Both
Conso US and British Trimmings have many competitors for various parts of their
businesses; however, many of these competitors are small and most do not offer
the same breadth or depth of collections or ranges.

         Demand for Conso US's and British Trimmings' products varies as fashion
trends in home furnishings and the relative cost of various products changes.
Total demand also is affected by population growth and demographics, consumer
spending and confidence in the economy, levels of disposable income, geographic
mobility of consumers, housing starts and residential housing sales. The Company
believes that it has been able to increase the demand for decorative trimmings,
and therefore expand the market, through aggressive merchandising support of
resellers and education of end-users as to applications for its products.

PRODUCTS

         The decorative trimmings produced and sold by both Conso US and British
Trimmings include various fringes, cords and tasseled accessories that are used
on the edges of chairs, sofas, decorative pillows, draperies and other home
furnishings. Fringes may include a brush fringe or ruche around the edge of a
pillow or a heavy bullion fringe around the base of a sofa. Tassel fringe is
often used to edge draperies and decorative pillows. Knitted and woven braids
produced by both companies are used to border or frame pillows, curtains and
upholstered pieces. Cord without a lip or flange may be used to border a mirror
or a room and can be used to hang pictures and mirrors.

         British Trimmings also sells apparel trimmings and distributes apparel
trimmings and accessories to the retail trade. Through subsidiaries, British
Trimmings also conducts a mail order catalog and retail haberdashery. Apparel
fashions produced and distributed by British Trimmings include sequin and
glitter trimmings, gimp trims and froggings. Some of the braids and other stock
products that are produced by both Conso US and British Trimmings are also used
in apparels. Conso US also produces and sells workroom tapes and cords, and
distributes other sewing and workroom supplies purchased from others. Conso US
and British Trimmings import and distribute brass accessories for window
furnishings and other decorative accessories for the home.
<PAGE>   4
         The following table sets forth for the periods indicated certain
information relating to sales of the Company's product lines:

<TABLE>
<CAPTION>
                                                   FISCAL YEARS ENDED
-----------------------------------------------------------------------------------------------
                                  JUNE 28, 1997        JUNE 29, 1996*         JULY 1, 1995*
-----------------------------------------------------------------------------------------------
                             (DOLLARS IN THOUSANDS)
Catalog Trims:
<S>                            <C>         <C>      <C>          <C>      <C>            <C>
    Conso US                   $32,988      44.9%   $32,096       45.4%   $25,713         43.1%
    British Trimmings           10,548      14.4      9,541      13.50      8,804         14.8
    Wendy Cushing Trimmings        912       1.2        685        1.0        474          0.8

Manufacturers' Specials:
    Conso US                    12,572      17.1     12,397       17.5      8,298         13.9
    British Trimmings            5,804       7.9      6,056        8.6      5,223          8.8
    Wendy Cushing Trimmings        677       0.9        616        0.9        556          0.9
Decorative Accessories           1,376       1.9        865        1.2        512          0.9
Workroom supplies                4,557       6.2      4,593        6.5      4,673          7.8
Apparel Fashions                 2,062       2.8      2,368        3.3      2,870          4.8

Other miscellaneous products     1,951       2.7      1,497        2.1      2,498          4.2
-----------------------------------------------------------------------------------------------
Total                          $73,447     100.0%   $70,714      100.0%   $59,621        100.0%
-----------------------------------------------------------------------------------------------
</TABLE>

*Certain fiscal year 1996 and 1995 amounts have been reclassified to conform to
the current year classifications and as a result of improved management
information.

PRODUCT DESIGN AND DEVELOPMENT

         Because the demand for decorative trimmings is based upon their fashion
appeal to home furnishings manufacturers, interior designers and ultimately
consumers, the success of the Company's business is dependent upon its ability
to design and develop a broad range of attractive products in a wide array of
colors and color combinations (known as "colorways"). Conso US's current stock
product lines of decorative trimmings include numerous items in various yarns,
stylings and colorways comprising over 19,000 stock keeping units ("SKUs"), and
British Trimmings currently stocks products comprising over 3,100 SKUs. Both
Conso US and British Trimmings develop and market lines of complementary
products in various stylings and colorways as "collections" or "ranges." Both
businesses also manufacture custom trimmings as specified by their customers.

         Since 1987, Conso's management has developed products in response to
national market research and customer demand. The first line was the "Empress
Collection," introduced in 1987 for the medium price range market. Wesley
Mancini, a prominent designer of home furnishings fabrics, was engaged to color
the first 13 colorways in the line and develop additional lines. Conso US has
also introduced 15 additional collections of decorative trimmings in different
yarns and colorways for various markets and price points, including the
"Imperial Collection" designed by Mr. Mancini and introduced in 1989 for the
higher price range market. The "Princess Collection", developed in 1989, and the
"Louis XVII Collection", introduced in 1993 and designed by Louis Nichole,
another well-known home furnishings designer, are marketed in the lower to
medium price range for major retailers.

         British Trimmings has offered its "Tudor Range" since 1990 and
introduced its "Elizabethan Range" in 1993, both of which are aimed at the
medium price range market. The Tudor Range was expanded with additional
colorways in 1992 and 1994. The Elizabethan Range, based on historical trimmings
as would be found in a 15th century English mansion, emphasizes Britain's
heritage in marketing British trimmings in home furnishings worldwide. In 1996,
British Trimmings introduced its "Bloomsbury Range", aimed at the upper end
market. In 1997, British Trimmings introduced "Cambridge" and "Oxford" ranges to
aggressively pursue the upholstery market.
<PAGE>   5
MARKETING AND SALES

         Conso US's marketing program is directed by its four-person marketing
department, assisted by its three-person graphic design team and an eight-person
sample department. The marketing department is responsible for trade shows,
advertising, sample binders and cards, displays, videos, catalogs, brochures and
other selling aids as well as the development of new stock products.

         To market its collections of decorative trimmings, Conso US has created
special sample binders for most collections. The binders allow the easy removal
and use of sample cards, as well as the insertion of cards for new colorways and
stylings added to the collections in later years. Conso US also distributes a
color wholesale catalog produced annually by its graphic design team, as well as
other brochures, sample cards and selling aids, and advertises its products in
major trade publications.

         Since the acquisition of British Trimmings, the Company has established
a two-person marketing department at British Trimmings. British Trimmings also
uses sample books and cards as its primary selling aids, as well as brochures
and other materials produced by its in-house printing operation at its Leek,
England facility. British Trimmings' first wholesale color catalog was
introduced in January 1995 and is being produced annually.

         Conso US displays its products at showrooms located at its New York
sales office and at the Furniture Mart in Hickory, North Carolina and its Miami
international sales office. British Trimmings maintains showrooms at its three
manufacturing facilities and Wendy Cushing Trimmings has a showroom at Chelsea
Harbour in London. In 1997, the Company has displayed (or is scheduled to
display) the products of both Conso US and British Trimmings at a total of five
trade shows in the United States, four in Europe, one in Hong Kong, and one
in Dubai.

         Conso US's products are marketed and sold through a sales force of 19
persons located in various major cities in the United States and seven foreign
independent sales representatives: one in Canada, one in Puerto Rico, and five
in the Pacific Rim. British Trimmings has eight sales personnel operating mainly
out of its Stockport, England offices and 16 independent sales representatives,
of whom 10 are located in Europe, one in Canada, and five in the Pacific Rim.
Wendy Cushing Trimmings is serviced by a sales representative in the United
Kingdom and 24 designer (agent) showrooms in the United States and Canada. The
Company is consolidating its sales efforts outside the United States and
England. As a result, international sales offices were established in September
1994 in Miami, Florida, for Latin America and the Caribbean and in Stockport for
Continental Europe, the Pacific Rim and the Middle East. Three international
sales managers are now directing these offices with primary responsibility for
implementing the sales and marketing programs for these geographic areas.

ORDER PROCESSING AND CUSTOMER SERVICE

         Most of Conso US's orders are received directly from customers by Conso
US's customer service representatives in its offices in Union, South Carolina.
More than half of the customer orders are received by facsimile transmission and
the balance by telephone. The customer service operation includes eight
representatives for domestic stock orders, two representatives who process all
international orders, one representative who handles custom orders, and four
representatives who handle manufacturing specials orders.

         Because most of Conso US's customer orders are for stock items and
because prompt response to customer orders is critical to customer satisfaction,
Conso US emphasizes customer service and prompt fulfillment of orders. To that
end, Conso US maintains a large inventory of stock items in a wide range of
colors and color combinations, and has implemented computerized order entry,
production, inventory management and shipping systems, including a computerized
factory order materials requisition program with pre-established minimum and
maximum formulas for levels of inventories based on sales history and forecasts
for each SKU. These systems have enabled Conso US to better anticipate future
demand by customers for each of its SKUs and to minimize backorders.
<PAGE>   6
         Most of British Trimmings' customer orders are processed at its
Stockport offices. Approximately 63% are orders of stock items and the remainder
are custom orders. During fiscal 1995, the Company implemented Conso US 's
inventory management systems at British Trimmings and expanded British
Trimmings' inventory of stock items. These measures were taken to improve
British Trimmings' customer service and responsiveness to customer orders.

CUSTOMERS

         The Company's products are marketed worldwide to manufacturers,
distributors and retailers, including manufacturers of upholstered furniture,
draperies, bedding, decorative pillows and other home furnishings; trim, fabric
and workroom supply distributors; and major retailers, retail fabric store
chains and interior designers. The following table sets forth for the periods
indicated certain information relating to sales of products to the Company's
three major categories of customers.


<TABLE>
<CAPTION>
                                                           FISCAL YEARS ENDED
------------------------------------------------------------------------------------------------------
                                       JUNE 28, 1997          JUNE 29, 1996           JULY 1, 1995
------------------------------------------------------------------------------------------------------
                                                         (DOLLARS IN THOUSANDS)
<S>                                 <C>         <C>        <C>          <C>         <C>         <C>
Manufacturers                       $31,108      42.3%     $30,476       43.1%      $25,351      42.5%
Distributors                         30,013      40.9       28,199       39.9        24,630      41.3
Retailers                            12,326      16.8       12,039       17.0         9,640      16.2
------------------------------------------------------------------------------------------------------
Total                               $73,447     100.0%     $70,714      100.0%      $59,621     100.0%
------------------------------------------------------------------------------------------------------
</TABLE>

         Approximately 92% of Conso US's sales for fiscal 1997 were to US
customers; the remainder were export sales, primarily to customers in Canada and
Central and South America. Approximately 81% of British Trimmings' sales for
fiscal 1997 were to customers in the United Kingdom, with the remainder being
export sales primarily to customers in other European countries.

         The following table set forth for the periods indicated the Company's
sales outside the United States and the United Kingdom and as a percentage of
total Company sales, by geographic region:


<TABLE>
<CAPTION>
                                                                          FISCAL YEARS ENDED
------------------------------------------------------------------------------------------------------------------
                                                      JUNE 28, 1997          JUNE 29, 1996          JULY 1, 1995
------------------------------------------------------------------------------------------------------------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                  <C>        <C>         <C>        <C>         <C>        <C>
Canada and Latin America                             $3,985      5.4%       $3,020     4.3%        $2,251     3.8%
Continental Europe and Middle East                    2,683      3.7         2,324     3.3          1,816     3.0
Pacific Rim                                           1,787      2.4         1,250     1.8          1,176     2.0
------------------------------------------------------------------------------------------------------------------
Total                                                $8,455     11.5%       $6,594     9.4%        $5,243     8.8%
------------------------------------------------------------------------------------------------------------------
</TABLE>

         At June 28, 1997, the Company had approximately 4500 customer accounts
with open balances. In fiscal 1997, the Company's largest customer accounted for
less than 6% of total sales, and no other single customer accounted for more
than 3% of total sales. Open customer orders believed to be firm of the
Company's products at June 28, 1997 were $3.7 million as compared to $3.2
million at June 29, 1996. The Company expects that substantially all of the open
orders at June 28, 1997 will be recognized as revenue within the first quarter.

MANUFACTURING AND RAW MATERIALS

         Conso US and British Trimmings purchase undyed yarns, some dyed yarns
and other supplies, and manufacture their trimmings products through various
processes. Because of the variety of products they manufacture, Conso US and
British Trimmings employ a wide range of machinery and equipment in their
operations. Each business uses the generally available techniques for weaving,
knitting and braiding yarns, as well as processes for making tassel fringe, ball
and knotted fringes, laminated trims, cords and stud tapes. Much of the
machinery is developed and often constructed in their own engineering
departments. Conso US and British Trimmings have developed their own adaptations
of machinery for specific products or types of products to provide greater
speed, flexibility or novelty in production. Both Conso US and British
<PAGE>   7
Trimmings employ their own staffs to continually evaluate alternative raw
materials and processes, the use of new textile technology and in-house
machinery improvement.

         Both Conso US and British Trimmings have their own dyehouse facilities,
with space available to add additional dyeing equipment as necessary. This
enables both businesses to dye their own yarns quickly and assure better
consistency of color. In addition, commission dyehouses are available to both
businesses when demand exceeds in-house capacity. Conso US is currently fully
utilizing its dyehouse facility and contracting with independent dyers.

         In the US, Conso is in the construction phase of a new 17,000 square
foot dyehouse facility with an estimated cost of $2.3 million and has
substantially completed a new 86,000 square foot distribution center with an
estimated cost of $3.3 million. Both of these facilities are located adjacent to
the existing main plant in Union, SC. The dyehouse construction is scheduled to
be completed by the end of calendar year 1997.

         Certain of the Company's products require handwork assembly. Most of
the handwork is done at Conso US's facility in Juarez, Mexico, and on a piece
work basis by home workers directed from the Stockport and London facilities of
British Trimmings. In July 1997, the Company leased facilities in Coimbatore,
India which will house handwork operations primarily for the UK market. It is
anticipated that operations at this facility will begin by the end of 1997 and
will allow the Company to be more competitive with certain low priced products.

         The various departments in each of Conso US and British Trimmings'
manufacturing plants operate one to three shifts per day, five or six days per
week, depending upon market conditions and customer orders.

         The raw materials used by Conso US in its manufacturing operations
include spun rayon, spun and filament polyester, cotton and acetate yarns. The
primary yarns used by British Trimmings are spun rayon and filament viscose
rayon. These yarns are commodities generally available as needed from various
suppliers located throughout the world. The Company expects that yarn supplies
will continue to be available as needed for the Company's operations. Changes in
the price of cotton, wood pulp and petrochemicals, the base materials for most
of the Company's yarns, however, could cause significant changes in the
Company's raw material costs, and there can be no assurance that there will not
be any changes in the availability, price or quality of any raw materials.

COMPETITION

         While the business of manufacturing decorative trimmings for the home
furnishings industry is competitive, and includes many relatively small
producers with limited product lines or products designed for the lower end of
the market, there are a few US domestic or foreign manufacturers of substantial
size. The Company is the largest manufacturer of decorative trimmings for the
home furnishings industry in the world and is aware of no more than four other
major producers with which it competes for customers worldwide. There are,
however, a number of large manufacturers of textiles, home furnishings and other
products with resources substantially greater than those of the Company who have
the ability to enter the decorative trimmings business by either establishing
their own operations or acquiring and combining other existing operations.
Management is aware of no current plans by any such manufacturer to enter the
decorative trimmings business.

         Smaller producers have often focused on longer production run business
with manufacturers at lower prices, frequently using lower quality product. The
Company believes that the slow-down in the rate of growth of sales to
manufacturers this past fiscal year may be partially attributable to
competition from these smaller producers. From time to time, the Company
develops new products to provide alternatives to products manufactured by these
smaller producers and may use its operations in Mexico and India to manufacture
goods to compete with these producers.

         The Company competes on the basis of styling, color, delivery, price
and customer service. The Company believes that its ability to promptly fill
customer orders, due to its large inventory, its production and inventory
management systems, its customer service and sales staff and its control over
availability of yarn colors, gives it a competitive advantage and is valued by
its customers.

         Although the Company's current operations are not substantially
affected by competition from foreign manufacturers, during the current fiscal
year, the Company experienced increased competition on sales of hand assembled
products, to an extent, by low price goods being imported from the Far East.
Consequently, in August 1997, the Company announced the formation of India
Trimmings (Private) Limited to produce hand assembled products in India. The
Mexico plant will continue to produce most of the hand assembled products sold
in the US. The North American Free Trade Agreement ("NAFTA") and the General
Agreement on Trade and Tariffs ("GATT") could increase US competition for sales
of Conso US's products as well. While the Company believes that the elimination
of international trade barriers under both GATT and NAFTA will be beneficial to
it as it implements its strategy
<PAGE>   8
of expanding its worldwide operations, there can be no assurance that increased
US competition from foreign manufacturers as a result of NAFTA or GATT or any
other trade related agreements would not have a material adverse effect on its
business.

EMPLOYEES

         As of June 28, 1997, Conso US had 748 full-time employees, of whom 619
are hourly employees and 129 are salaried employees. In addition, 306 contract
workers at Conso US's assembly plant in Juarez, Mexico work under the
supervision of a Conso US manager in a "Maquiladora" operation, which provides
for contract labor in accordance with certain Mexican regulations. None of Conso
US employees are represented by a union. Conso US management considers its
relationship with its personnel to be good. While Conso US has historically had
a high turnover rate among its hourly employees during the first three months of
employment, Conso US has been able to attract and retain qualified personnel.

         As of June 28, 1997, British Trimmings had 515 full-time employees, of
whom 379 are hourly employees and 136 are salaried employees. Approximately 30%
of the employees of British Trimmings are represented by the Union of Textile
Workers (the "Union"). British Trimmings and the Union agreed in 1996 to the
annual renewal of their contract for the year ending December 31, 1997, with an
increase of 3.5% in the basic wage rate. Although any strike or other disruption
of operations by members of the Union could have a material adverse effect on
the Company, the Union has represented the production workers of British
Trimmings for at least 28 years, during which time there has never been a strike
or work stoppage.

GOVERNMENTAL REGULATION

         The business and operations of the Company are subject to governmental
regulation, including employee health and safety laws and regulations; laws and
regulations governing employment practices, wages and hours, and employee
benefits; and environmental laws and regulations. The Company believes that it
is in compliance in all material respects with applicable laws and regulations
(including those regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment), and that such
compliance has not materially affected its business or required major capital
expenditures. Future changes in laws and regulations, or any determination that
the company is not in compliance with applicable laws and regulations, could
have a material adverse effect on the Company.
<PAGE>   9
TRADEMARKS

           Conso has registered the trademark CONSO(R) for its products, and
British Trimmings has registered the trademarks SPECTRUM(R) for lace, braids and
woven labels and POLYUROCOL(R) for certain yarns and threads in the United
Kingdom. In September 1997, the Company acquired substantially all of the assets
of HFDC, Inc, including its registered trademarks DUITALL FABRIC MASTER(R) and
CLEARWARE DECORATING SYSTEMS(R).
<PAGE>   10
ITEM 2.  PROPERTIES

         The following table sets forth the location, utilization and
approximate size in square feet of floor space of the principal facilities of
Conso and British Trimmings, and whether they are owned or leased by the
respective companies.


<TABLE>
<CAPTION>
                                                                                                   OWNED OR           SQUARE
LOCATION                   UTILIZATION                                                              LEASED             FEET
--------                   -----------                                                             --------          -------
<S>                        <C>                                                                     <C>               <C>
CONSO:
    Union, SC              Offices, production, distribution and dyehouse facility                 Owned             340,000
        (Main Plant)
    Union, SC              Warehousing and yarn processing                                         Owned             101,000
        (Annex Plant)
    Union, SC              Sample card assembly                                                    Leased(1)           4,000
    New York, NY           Showroom and sales office                                               Leased(2)           2,780
    Hickory, NC            Showroom and sales office                                               Leased(3)             514
    Miami, FL              Showroom and sales office                                               Leased(4)             980
    Juarez, Mexico         Assembly plant                                                          Leased(5)          41,680
BRITISH TRIMMINGS:
    Stockport              Offices and production facilities (six buildings at one location)       Owned             185,000
    Leek, England          Warehousing, dyehouse and production facility                           Owned              43,000
    Leek, England          Printing operation                                                      Leased(6)           2,000
    London, England        Assembly operation                                                      Owned              20,000
    London, England        Chelsea Harbour showroom                                                Leased(7)             384
    London, England        Chelsea Harbour showroom                                                Leased(8)             835
    Coimbatore, India      Assembly plant                                                          Leased(9)          14,762
</TABLE>

  (1)  This facility is leased on a month-to-month basis.
  (2)  This facility is leased for a term expiring April 30, 1999.
  (3)  This facility is leased on a month-to-month basis.
  (4)  This facility is leased for a term expiring August 31, 2000.
  (5)  This facility is leased for a term expiring December 31, 1999.
  (6)  This facility's lease expired June 18, 1997, but is currently being
       renewed.
  (7)  This facility is leased for a term expiring November 16, 1997.
  (8)  This facility is leased for a term expiring December 24, 2001.
  (9)  This facility is leased for a term expiring July 1, 2000.

         The Company's manufacturing facilities in Stockport are subject to
liens securing its bank indebtedness. The principal manufacturing facilities of
both Conso US and British Trimmings are of brick construction, are sprinklered
and are generally in satisfactory operating condition and repair. Conso US's
main plant and annex plant in Union were constructed at various times from 1959
to 1967, from 1964 to 1983, and from 1996 to present, respectively; British
Trimmings' Stockport facilities were constructed at various times between the
1920's and 1979, its Leek dyehouse and production facilities were constructed in
the 1920's and 1970's, respectively, and its new London facility was constructed
in 1980. The Company believes that the facilities of both companies are suitable
for their present use. In the US, Conso substantially completed construction of
a new 86,000 square foot distribution center in May 1997, with a total estimated
cost of $3.3 million, and has started construction of a new 17,000 square foot
dyehouse facility with an estimated cost of $2.3 million. Both of these
facilities are located adjacent to the existing main plant in Union, SC and are
scheduled to be completed during the calendar year 1997. These expansions will
free up approximately 65,000 square feet for much needed additional production
and office space. The Company will consider additional capital expenditures for
building expansions or business acquisitions as opportunities arise.
<PAGE>   11
ITEM 3.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.
<PAGE>   12

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The information appearing (a) under the caption "Stock Price &
Shareholder Information" and (b) in Note 8 under the caption "Capital Stock
Transactions" in the Notes to Consolidated Financial Statements in the Company's
1997 Annual Report to Shareholders is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA.

         The information appearing (a) under the caption "Selected Financial
Data" and (b) in Note 8 under the caption "Capital Stock Transactions" in the
Notes to Consolidated Financial Statements in the Company's 1997 Annual Report
to Shareholders is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The information appearing under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
1997 Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information appearing under the caption "Consolidated Balance
Sheets," "Consolidated Statements of Operations," "Consolidated Statements of
Shareholders' Equity," Consolidated Statements of Cash Flows," "Notes to
Consolidated Financial Statements" and "Independent Auditors' Report in the
Company's 1997 Annual Report to Shareholders is incorporated herein by
reference. See also the report of Grant Thornton dated September 5, 1996 
relating to (a) the consolidated balance sheets of British Trimmings ("BT") at 
June 28, 1997 and June 29, 1996 and (b) the related consolidated statements of
income and cash flow of BT for the years ended June 28, 1997, June 29, 1996,
and July 1, 1995 included herewith.
<PAGE>   13

                                                    [Grant Thornton Letterhead]


INDEPENDENT AUDITORS' REPORT
REGARDING BRITISH TRIMMINGS LIMITED
TO THE DIRECTORS OF CONSO PRODUCTS COMPANY


We have audited the consolidation packages consisting of the consolidated
balance sheet at 28 June 1997 and also at 29 June 1996 and the related
consolidated statements of income and cashflow of British Trimmings Limited for
the years ended 28 June 1997, 29 June 1996 and 1 July 1995 expressed in pounds
sterling. All information included in the consolidation packages is the
responsibility of the company's management. Our responsibility is to express an
opinion on the consolidation packages based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards of the United States of America. 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
audit provides a reasonable basis for our opinion.

The consolidation packages have been prepared on the basis of accounting
principles generally accepted in the United States of America for the purpose
of inclusion in the consolidated financial statements of Conso Products Company
for the year ended 28 June 1997 and are intended solely for that purpose.

In our opinion, the consolidation packages referred to above, expressed in
pounds sterling, are suitable for inclusion in the consolidated financial
statements of Conso Products Company for the year ended 28 June 1997 and
present fairly, in all material respects, the information shown therein.


/s/ Grant Thornton


GRANT THORNTON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
MANCHESTER
UNITED KINGDOM

5 September 1997


<PAGE>   14
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not applicable.
<PAGE>   15
                                    PART III

ITEMS 10-13

         Items 10 through 13 are incorporated herein by reference to the
sections captioned "Principal Shareholders," "Election of Directors," "Executive
Officers," "Compensation Committee Interlocks and Insider Participation,"
"Executive Compensation," "Director Compensation," "Employment Agreements," and
"Section 16(a) Beneficial Ownership Reporting Compliance" on pages 2 - 11 of the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders to
be held October 14, 1997, which was filed with the Commission on September 18,
1997.


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Financial Statements, Financial Statement Schedules and Exhibits

     List the following documents filed as a part of this report:

         1.       Financial Statements.

                  The following consolidated financial statements of the Company
                  are included as part of Exhibit 13 thereof:

                  Report of Deloitte & Touche LLP

                  Consolidated Balance Sheets as of June 28, 1997, and June 29,
                  1996

                  Consolidated Statements of Operations for fiscal years ended
                  June 28, 1997, June 29, 1996 and July 1, 1995

                  Consolidated Statements of Shareholders' Equity for the fiscal
                  years ended June 28, 1997, June 29, 1996, and July 1, 1995

                  Consolidated Statements of Cash Flows for the fiscal years
                  ended June 28, 1997, June 29, 1996 and July 1, 1995

                  Notes to Consolidated Financial Statements

                  The report of Grant Thorton is included in response to Item 8
                  hereof.

         2.       Financial Statement Schedules.

                  Financial statement schedules are omitted because the
                  information is either not required or is otherwise included in
                  the Company's Consolidated Financial Statements or the Notes
                  thereto.

         3.       Exhibits.
<PAGE>   16
Exhibit
Number            Exhibit Description

3.4               Articles of Incorporation of the Company (1)

3.5               Bylaws of the Company (1)

10.2              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and A.W. Laughton (5)

10.3              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and C.V. Balakrishnan (5)

10.8              Security Agreement dated as of May 6, 1994 by and between the
                  Company and NationsBank (2)

10.9              Guaranty Agreement dated as of May 6, 1994 given by the
                  Company in favor of NationsBank (2)

10.14             Letter Agreement dated August 20, 1992 by and between the
                  Company and Louis Nichole, Inc. (1)

10.16             Marketing Agreement dated November 3, 1988 by and between the
                  Company and F. Schumacher & Co. (1)

10.17             1993 Stock Option Plan (1)

10.18             Loan Facility Agreement dated 22 June 1990 between British
                  Trimmings and National Westminster Bank PLC (1)

10.19             Advice of Borrowing Terms dated 10 June 1993 from National
                  Westminster Bank PLC to British Trimmings (1)

10.20             Agreement dated 10 September 1993 between Calver Properties
                  Limited and British Trimmings (Leek) Limited (1)

10.26             First Amendment dated as of December 1, 1994 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (3)

10.27             First Amendment dated as of December 1, 1994 to the Guaranty
                  Agreement dated as of May 6, 1994 given by the Company in
                  favor of NationsBank (3)

10.30             Second Amendment dated as of February 10, 1995 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (4)

10.31             Advice of Borrowing Terms of March 31, 1995 (Revision)
                  regarding National Westminster Bank facility letter of June
                  22, 1990 (4)

10.34             Third Amendment dated as of June 13, 1995 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (5)

10.36             1994 Employee Stock Purchase Plan (6)

10.37             Letter Agreement dated May 12, 1995 by and between the Company
                  and S. Duane Southerland, Jr. (5)

10.40             Fourth Amendment dated as of November 1, 1995, to the Security
                  Agreement dated as of May 6, 1994, by and between the Company
                  and NationsBank (7)

10.41             Second Amendment dated as of November 1, 1995, to the Guaranty
                  Agreement dated as of May 6, 1994, by and between the Company
                  and NationsBank (7)

10.46             Fifth Amendment dated as of March 1, 1996 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (8)
<PAGE>   17

10.47             Third Amendment dated as of March 1, 1996 to the Guaranty
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (8)

10.51             Loan Agreement dated as of November 25, 1996 by and between
                  the Company and NationsBank (9)

10.52             Promissory Note dated November 25, 1996 in the original
                  principal amount of up to $15,000,000 issued by the Company in
                  favor of NationsBank (9)

10.54             Sixth Amendment to Security Agreement dated as of November 25,
                  1996 by and between the Company and NationsBank (9)

10.55             Fourth Amendment to Guaranty Agreement dated as of November
                  25, 1996 by and between the Company and NationsBank (9)

10.56             First Amendment dated as of June 5, 1997 to the Loan Agreement
                  dated as of November 25, 1996 by and between the Company and
                  NationsBank (filed herewith)

10.57             Promissory Note dated as of June 5, 1997 issued by British
                  Trimmings in favor of NationsBank in the original principal
                  amount of up to (pound)6,000,000 (filed herewith)

10.58             Fifth Amendment dated as of June 5, 1997 to the Guaranty
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (filed herewith)

10.59             Letter dated January 7, 1997 from the Union of Textile Workers
                  to British Trimmings (filed herewith)

10.60             Letter dated March 25, 1997 by and between the Company and
                  Wesley Mancini Ltd. (filed herewith)

10.61             Stock Election Plan for Non-Employee Directors (10)

13                Portions of the Company's 1997 Annual Report to Shareholders
                  that are incorporated herein by reference (filed herewith)

21                Subsidiaries of the Company (filed herewith)

23.1              Consent of Deloitte & Touche LLP (filed herewith)

23.2              Consent of Grant Thornton (filed herewith)

27                Financial Data Schedule (filed in electronic format only)

                      MANAGEMENT CONTRACTS AND COMPENSATORY
                             PLANS AND ARRANGEMENTS

         The foregoing exhibits include the following management contracts and
compensatory plans and arrangements:

10.2              Employment Agreement dated December 22, 1993 by and between 
                  British Trimmings and A.W. Laughton (5)

10.3              Employment Agreement dated December 22, 1993 by and between 
                  British Trimmings and C.V. Balakrishnan(5)

10.17             1993 Stock Option Plan (1)

10.36             1994 Employee Stock Purchase Plan (6)

10.37             Letter Agreement dated May 12, 1995 by and between the Company
                  and S. Duane Southerland, Jr. (5)

10.61             Stock Election Plan for Non-Employee Directors (10)

(1)      Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Registration Statement on Form SB-2
         (Registration No. 33-71296)

(2)      Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Annual Report on Form 10-KSB for the fiscal
         year ended July 2, 1994

(3)      Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-QSB for the
         quarterly period ended December 31, 1994
<PAGE>   18

         (4)      Incorporated herein by reference to the exhibit designated by
                  the same number in the Company's Quarterly Report on Form
                  10-QSB for the quarterly period ended April 1, 1995

         (5)      Incorporated herein by reference to the exhibit designated by
                  the same number in the Company's Annual Report on Form 10-KSB
                  for the fiscal year ended July 1, 1995

         (6)      Incorporated herein by reference to Exhibit 4 to the Company's
                  Registration Statement on Form S-8 (Registration No. 33-85518)

         (7)      Incorporated herein by reference to the exhibit designated by
                  the same number in the Company's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended December 30, 1995

         (8)      Incorporated herein by reference to the exhibit designated by
                  the same number in the Company's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended March 30, 1996

         (9)      Incorporated herein by reference to the exhibit designated by
                  the same number in the Company's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended December 28, 1996

         (10)     Incorporated herein by reference to Exhibit 4.3 to the
                  Company's Registration Statement on Form S-8 (Registration 
                  No.: 333-20671)

(b)      Reports on Form 8-K.

         None.

(c)      Exhibits.

         See response to Item 14(a)(3).

(d)      Financial Statement Schedules.

         See response to Item 14(a)(2).
<PAGE>   19
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       CONSO PRODUCTS COMPANY




                                       By: /s/ S. Duane Southerland, Jr.
                                          --------------------------------------
                                          S. Duane Southerland, Jr.
                                          President & Chief Executive Officer

Dated: September 16, 1997

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                           Capacity                                     Date
---------                           --------                                     ----




<S>                                 <C>                                          <C>
   /s/ S. Duane Southerland, Jr     Director, President and Chief Executive      September 16, 1997
----------------------------------  Officer (Principal Executive Officer)
S. Duane Southerland, Jr




     /s/ Gilbert G. Bartell         Chief Financial Officer and Treasurer        September 16, 1997
----------------------------------  (Principal Financial Officer)
Gilbert G. Bartell




       /s/ David B. Dechant         Chief Accounting Officer and Controller      September 16, 1997
----------------------------------  (Principal Accounting Officer)
David B. Dechant




      /s/ J. Cary Findlay           Director and Chairman of the Board           September 16, 1997
----------------------------------
J. Cary Findlay




      /s/ Konstance J.K. Findlay             Director                            September 16, 1997
----------------------------------
Konstance J.K. Findlay
</TABLE>

<PAGE>   20

<TABLE>
<S>                                 <C>                                          <C>
       /s/ Marcus T. Hickman        Director                                     September 16, 1997
----------------------------------
Marcus T. Hickman




      /s/ Antony W. Laughton        Director                                     September 16, 1997
----------------------------------
Antony W. Laughton




        /s/John H. Maxheim          Director                                     September 16, 1997
----------------------------------
John H. Maxheim




        /s/ James H. Shaw           Director                                     September 16, 1997
----------------------------------
James H. Shaw
</TABLE>

<PAGE>   21
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS
                                  ITEM 14(a)(3)

                                    FORM 10-K
                                  ANNUAL REPORT


For the Fiscal Year Ended June 28, 1997           Commission File Number 0-22942


                             CONSO PRODUCTS COMPANY

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                             
Number            Exhibit Description                                               
------            -------------------                                               
<S>               <C>                                                               
3.4               Articles of Incorporation of the Company (1)                            

3.5               Bylaws of the Company (1)                                               

10.2              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and A.W. Laughton (5)                                 

10.3              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and C.V. Balakrishnan (5)                             

10.8              Security Agreement dated as of May 6, 1994 by and between the
                  Company and NationsBank (2)                                             

10.9              Guaranty Agreement dated as of May 6, 1994 given by the
                  Company in favor of NationsBank (2)                                     

10.14             Letter Agreement dated August 20, 1992 by and between the
                  Company and Louis Nichole, Inc. (1)                                     

10.16             Marketing Agreement dated November 3, 1988 by and between the
                  Company and F. Schumacher & Co. (1)                                     

10.17             1993 Stock Option Plan (1)                                              

10.18             Loan Facility Agreement dated 22 June 1990 between British
                  Trimmings and National Westminster Bank PLC (1)                         

10.19             Advice of Borrowing Terms dated 10 June 1993 from National              
                  Westminster Bank PLC to British Trimmings (1)                           

10.20             Agreement dated 10 September 1993 between Calver Properties
                  Limited and British Trimmings (Leek) Limited (1)                        

10.26             First Amendment dated as of December 1, 1994 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (3)                                                     

10.27             First Amendment dated as of December 1, 1994 to the Guaranty
                  Agreement dated as of May 6, 1994 given by the Company in
                  favor of NationsBank (3)                                                

10.30             Second Amendment dated as of February 10, 1995 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (4)                                                     
</TABLE>

<PAGE>   22

<TABLE>
<S>               <C>                                                                     
10.31             Advice of Borrowing Terms of March 31, 1995 (Revision)
                  regarding National Westminster Bank facility letter of June
                  22, 1990 (4)                                                            

10.34             Third Amendment dated as of June 13, 1995 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (5)                                                     

10.36             1994 Employee Stock Purchase Plan (6)                                   

10.37             Letter Agreement dated May 12, 1995 by and between the Company
                  and S. Duane Southerland, Jr. (5)                                       

10.40             Fourth Amendment dated as of November 1, 1995, to the Security
                  Agreement dated as of May 6, 1994, by and between the Company
                  and NationsBank (7)                                                     

10.41             Second Amendment dated as of November 1, 1995, to the Guaranty
                  Agreement dated as of May 6, 1994, by and between the Company
                  and NationsBank (7)                                                     

10.46             Fifth Amendment dated as of March 1, 1996 to the Security
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank(8)                                                      

10.47             Third Amendment dated as of March 1, 1996 to the Guaranty
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (8)                                                     

10.51             Loan Agreement dated as of November 25, 1996 by and between
                  the Company and NationsBank (9)                   

10.52             Promissory Note dated November 25, 1996 in the original
                  principal amount of up to $15,000,000 issued by the Company in
                  favor of NationsBank (9)                                               

10.54             Sixth Amendment to Security Agreement dated as of November 25,
                  1996 by and between the Company and NationsBank (9)                    

10.55             Fourth Amendment to Guaranty Agreement dated as of November
                  25, 1996 by and between the Company and NationsBank (9)

10.56             First Amendment dated as of June 5, 1997 to the Loan Agreement
                  dated as of November 25, 1996 by and between the Company and
                  NationsBank (filed herewith)                                            

10.57             Promissory Note dated as of June 5, 1997 issued by British 
                  Trimmings in favor of NationsBank in the original principal 
                  amount of up to (pound)6,000,000 (filed herewith)                                     

10.58             Fifth Amendment dated as of June 5, 1997 to the Guaranty
                  Agreement dated as of May 6, 1994 by and between the Company
                  and NationsBank (filed herewith)                                        

10.59             Letter dated January 7, 1997 from the Union of Textile Workers
                  to British Trimmings (filed herewith)                                   

10.60             Letter dated March 25, 1997 by and between the Company and
                  Wesley Mancini Ltd. (filed herewith)                                

10.61             Stock Election Plan for Non-Employee Directors (10)

13                Portions of the Company's 1997 Annual Report to Shareholders
                  that are incorporated herein by reference (filed herewith)

21                Subsidiaries of the Company (filed herewith)                            

23.1              Consent of Deloitte & Touche LLP (filed herewith)                      

23.2              Consent of Grant Thornton (filed herewith)                              

27                Financial Data Schedule (filed in electronic format only)               
</TABLE>

<PAGE>   23
                      MANAGEMENT CONTRACTS AND COMPENSATORY
                             PLANS AND ARRANGEMENTS

                           The foregoing exhibits include the following
                  management contracts and compensatory plans and arrangements:

<TABLE>
<S>               <C>                                                                     
10.2              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and A.W. Laughton (5)                                 

10.3              Employment Agreement dated December 22, 1993 by and between
                  British Trimmings and C.V. Balakrishnan (5)                             

10.17             1993 Stock Option Plan (1)                                              

10.36             1994 Employee Stock Purchase Plan (6)                                   

10.37             Letter Agreement dated May 12, 1995 by and between the Company
                  and S. Duane Southerland, Jr. (5)                                       

10.61             Stock Election Plan for Non-Employee Directors (10)
</TABLE>


   (1)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Registration Statement on Form SB-2
         (Registration No. 33-71296)

   (2)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Annual Report on Form 10-KSB for the fiscal
         year ended July 2, 1994

   (3)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-QSB for the
         quarterly period ended December 31, 1994

   (4)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-QSB for the
         quarterly period ended April 1, 1995

   (5)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Annual Report on Form 10-KSB for the fiscal
         year ended July 1, 1995

   (6)   Incorporated herein by reference to Exhibit 4 to the Company's
         Registration Statement on Form S-8 (Registration No. 33-85518)

   (7)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended December 30, 1995

   (8)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 30, 1996

   (9)   Incorporated herein by reference to the exhibit designated by the same
         number in the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended December 28, 1996

   (10)  Incorporated herein by reference to Exhibit 4.3 to the Company's 
         Registration Statement on Form S-8 (Registration No.: 333-20671)