-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jtrz3EQ/Y1UqDAEHR197b3i5VP8wAKcmfdWk7SA5DqNMkIIxPa4oV0hujloOtRC6 ghNW7V9fL4WcHCh6WW21JA== 0000916641-96-000556.txt : 19980210 0000916641-96-000556.hdr.sgml : 19980210 ACCESSION NUMBER: 0000916641-96-000556 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960705 DATE AS OF CHANGE: 19980207 SROS: NONE GROUP MEMBERS: BARRY HALPERIN GROUP MEMBERS: HALCO INDUSTRIES INC GROUP MEMBERS: MAURICE HALPERIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE OF CAROLINA INC CENTRAL INDEX KEY: 0000312840 STANDARD INDUSTRIAL CLASSIFICATION: 2060 IRS NUMBER: 132999480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32501 FILM NUMBER: 96591433 BUSINESS ADDRESS: STREET 1: 5150 LINTEN BLVD CITY: DEL RAY BEACH STATE: FL ZIP: 33484 BUSINESS PHONE: 4074984000 MAIL ADDRESS: STREET 1: P O BOX 4000 CITY: TARBORO STATE: NC ZIP: 27886 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALCO INDUSTRIES INC CENTRAL INDEX KEY: 0001017926 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 441 SOUTH FEDERAL HIGHWAY CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 BUSINESS PHONE: 4079890382 SC 13D 1 SC13D HALCO INDUSTRIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* EMPIRE OF CAROLINA, INC. (Name of Issuer) Common Stock, Par Value $.10 per Share (Title of Class of Securities) 292007-10-1 (CUSIP Number) Gerald F. Roach Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. P.O. Box 2611, Raleigh, North Carolina 27602 (919) 821-6668 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Halco Industries, Inc. 04-224-1978 - - ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - - ------------------------------------------------------------------- 3 SEC USE ONLY - - ------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - - ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - - ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - - ------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ___________________________________________ SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY ___________________________________________ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ___________________________________________ PERSON 10 SHARED DISPOSITIVE POWER 734,039 - - ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,039 - - ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - - ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% - - ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - - ------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Maurice Abraham Halperin ###-##-#### - - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - - ------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------ 4 SOURCE OF FUNDS* N/A - - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ------------------------------------------------------------------ 7 SOLE VOTING POWER -0- NUMBER OF ___________________________________________ SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY ___________________________________________ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH ___________________________________________ PERSON 10 SHARED DISPOSITIVE POWER 734,039 - - ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,039 - - ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% - - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - - ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barry Steven Halperin ###-##-#### - - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - - ------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------ 4 SOURCE OF FUNDS* N/A - - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - - ------------------------------------------------------------------ 7 SOLE VOTING POWER -0- NUMBER OF __________________________________________ SHARES 8 SHARED VOTING POWER -0- BENEFICIALLY __________________________________________ OWNED BY 9 SOLE DISPOSITIVE POWER -0- EACH __________________________________________ PERSON 10 SHARED DISPOSITIVE POWER 734,039 - - ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 734,039 - - ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% - - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - - ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 Item 1. Security and Issuer. This Amendment 25 to the Schedule 13D relates to the Common Stock, par value $.10 per share, of Empire of Carolina, Inc., a Delaware corporation ("Empire") whose principal executive offices are located at 5150 Linton Boulevard, Delray Beach, Florida 33441. Item 2. Identity and Background. This Amendment 25 to the Schedule 13D is filed on behalf of Maurice A. Halperin, Barry S. Halperin (collectively, the "Halperins") and Halco Industries, Inc., a Massachusetts corporation ("Halco")(the Halperins and Halco are sometimes referred to herein as the "Halperin Group"). Maurice A. Halperin is the former Chairman of the Board and Chief Executive Officer of Empire and is currently retired. Barry S. Halperin is a former Director and President of Empire and is currently the President of Halco. The Halperins are citizens of the United States. The business address of the Halperins is 2500 North Military Trail, Boca Raton, Florida 33431. Halco's principal business is investments in businesses. Barry S. Halperin owns approximately 99% of the common stock of Halco. Halco's directors are Maurice A. Halperin and Barry S. Halperin. Halco's executive officers are: Barry S. Halperin-- President and Treasurer; Maurice A. Halperin--Executive Vice President and Secretary. Halco's business address is 2500 North Military Trail, Boca Raton, Florida 33431. In October, 1991, the Securities and Exchange Commission filed a complaint in the United States District Court for the District of Columbia alleging certain violations of the federal securities laws by the Halperin Group in connection with transactions in the common stock of HMG Courtland Properties, Inc., a real estate investment trust. Without admitting or denying the complaint's allegations, and simultaneously with the filing of the complaint, the Halperin Group consented to the entry of permanent injunctions against future violations of Section 13(d) of the Securities Exchange Act of 1934 and Rules 12b-20 and 13d-2 promulgated thereunder. Barry S. Halperin consented to the entry of a permanent injunction against future violations of Section 16(a) of the Securities and Exchange Act of 1934 and Rule 16a-3 promulgated thereunder. Maurice A. Halperin, Barry S. Halperin, and Halco consented to entries of orders requiring them to pay civil monetary fines of $50,000, $50,000, and $100,000 respectively. Maurice A. Halperin also consented to an entry of a permanent injunction against future violations of Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Other than as disclosed above, neither the Halperins nor the officers or directors of Halco have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or any violations with respect to such laws. 5 Item 3. Sources and Amount of Funds or Other Consideration. This Amendment 25 to Schedule 13D relates to the disposition of shares by the Halperins and Halco. Accordingly, there were no funds used in these transactions. Except to the extent described herein, none of the shares currently owned by the Halperins and Halco are subject to any liens or encumbrances. Item 4. Purpose of Transaction. The reporting persons originally acquired shares of Empire in 1982. Neither the Halperins nor Halco have any current intentions with respect to Empire other than personal investment. Halco may sell shares of Empire in the market from time to time based on market conditions. Item 5. Interest in Securities of the Issuer. Pursuant to the Stock Purchase Agreement entered into between the Halperin Group and Carol A. Minkin (the "Stockholders") and Steven Geller ("Geller") on July 15, 1994 (the "Stock Purchase Agreement"), a copy of which was previously filed as an exhibit to Amendment 22 to the Schedule 13D, the Stockholders sold 200,040 shares of Common Stock at $6.50 per share to Geller. The Stock Purchase Agreement further contemplated the occurrence of a stock redemption and change in control of Empire. On September 30, 1994, the agreements described below were entered to effect these transactions. First, the Stockholders entered into an Omnibus Agreement (the "Omnibus Agreement") with Geller, Empire and Carolina Enterprises, Inc. ("CEI"), a wholly-owned subsidiary of Empire (which subsequently changed its name to Empire Industries, Inc.), a copy of which was previously filed as an exhibit to Amendment 23 to the Schedule 13D. Pursuant to the Omnibus Agreement, the parties agreed to enter into a Redemption Agreement with the Stockholders, as described below, to redeem certain of the Stockholders' shares of Empire's Common Stock. The Omnibus Agreement also contemplated arrangements for Empire to obtain a bridge line of credit and convertible debt financing. Furthermore, in order to effect the change in control, the Omnibus Agreement required Empire's directors and officers, including the Halperins, to resign. Second, the Stockholders entered into a Redemption Agreement (the "Redemption Agreement") with Empire, a copy of which was previously filed as an exhibit to Amendment 23 to the Schedule 13D. Pursuant to the Redemption Agreement, the Stockholders agreed to sell 11,766,634 shares of Common Stock to Empire at $6.50 per share. This sale occurred on September 30, 1994. The Stockholders sold an additional 299,960 shares of Common Stock to Geller for $6.50 per share on September 30, 1994. Third, Halco and Geller entered into a Voting Agreement (the "Voting Agreement"), a copy of which was previously filed as an exhibit to Amendment 23 to the Schedule 13D, pursuant to which Geller became entitled to direct the vote of 1,499,872 shares of Common Stock held by Halco for a period of ten years and a right 6 of first refusal with respect to any sale by Halco in an aggregate amount at any one time in excess of 18,000 shares of Common Stock. Pursuant to the Stock Option Agreement entered into between the Stockholders and Geller on July 15, 1994 (the "Halco Option"), a copy of which was previously filed as an exhibit to Amendment 22 to the Schedule 13D, the Stockholders granted Geller a three year option to purchase from the Stockholders up to 500,000 shares of Empire Common Stock. Under the terms of the Halco Option, Geller's option to purchase 166,667 of the 500,000 shares expired on January 15, 1996. On June 28, 1996 Geller transferred a portion of the Halco Option to certain underwriters in connection with Empire's public offering of shares, as more fully described below. The underwriters exercised the Halco Option and purchased 315,833 shares from Halco for an aggregate purchase price of $2,267,680.94 ($7.18 per share). The underwriters then resold the 315,833 shares in Empire's offering. Geller retains the option to purchase the remaining 17,500 shares from Halco until the expiration of the three year term of the Halco Option. On June 17, 1996, Empire filed a Registration Statement on Form S-1 (the "Offering") with the Securities and Exchange Commission pursuant to which Empire sold 1,400,000 shares of Common Stock and certain selling shareholders sold 1,723,908 shares. Halco and Geller participated in the Offering as selling shareholders. Halco sold 450,000 shares at an offering price of $12.00 per share. The net proceeds to Halco was $11.16 per share. As described above, Geller transferred a portion of the Halco Option to the Offering's underwriters, the underwriters exercised the option to purchase 315,833 shares and the underwriters sold the 315,833 shares in the Offering. After the Offering and the exercise of the Halco Option, Halco owned 734,039 shares of Empire's outstanding Common Stock which amount represented approximately 10.5% of Empire's outstanding Common Stock. Under the terms of the Voting Agreement, Geller retained the right to vote Halco's remaining 734,039 shares until September 30, 2004 and retained his right of first refusal for any sales by Halco at any time in excess of 18,000 shares. The information contained in this Amendment 25 to the Schedule 13D with respect to the percentage ownership of shares of Common Stock reflects the transactions described above. All ownership percentages set forth herein are based on 6,961,300 shares of Common Stock outstanding which was the approximate amount outstanding after the above transactions as set forth in Empire's Registration Statement on Form S-1. Following these transactions, the Halperin Group beneficially owned as a group 734,039 shares or 10.5% of the outstanding shares of Empire's Common Stock. Information concerning the Common Stock ownership and percentage of outstanding shares of the Halperin Group is contained in the cover pages to this amendment to the Schedule 13D and such information is incorporated herein by reference. Maurice A. Halperin's beneficial ownership consists of 734,039 shares held by Halco which shares dispositive power with respect to these shares with Maurice A. Halperin. Barry S. Halperin's beneficial ownership includes 734,039 shares held by Halco, which shares dispositive power with respect to these shares with Barry S. Halperin. Pursuant to the Voting Agreement described above, Geller has voting power over 734,039 shares held by Halco. 7 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As described in Item 5, the Voting Agreement grants Geller the right to direct the vote of Halco's remaining 734,039 shares through September 30, 2004 and a right of first refusal with respect to any sale by Halco in an aggregate amount at any one time in excess of 18,000 shares. In addition, Geller has an option to purchase 17,500 shares from Halco for the remainder of the three year term of the Halco Option. Item 7. Material to Be Filed as Exhibits.
Exhibit Description Status 1. Complaint in the action entitled: Halco Filed as exhibit to Amendment 3 to Industries, Inc. v. Benson A. Seltzer, et al. the Schedule 13D dated February 5, 1982 2. Main Transfer Agreement, dated March Filed as exhibit to Amendment 6 to 12, 1982, by and among Barry S. the Schedule 13D dated March 12, Halperin, Halco Industries, Inc., Maurice 1982 A. Halperin, Carol Minkin, Irwin L. Feinberg, Edwin C. Nevis, Benson Seltzer, Daniel J. Sullivan, Coplex Foundation, Kenmore Capital, and Mallory Randall Corporation 3. Eiger Transfer Agreement, dated March Filed as exhibit to Amendment 6 to 12, 1982, between Barry S. Halperin and the Schedule 13D dated March 12, Joseph Eiger 1982 4. PHW Transfer Agreement, dated March Filed as exhibit to Amendment 6 to 12, 1982, between Barry S. Halperin and the Schedule 13D dated March 12, PHW Corporation 1982 5. Escrow Agreement, dated March 12, 1982, Filed as exhibit to Amendment 6 to by and among Barry S. Halperin, Benson the Schedule 13D dated March 12, A. Seltzer, Coplex Foundation, Kenmore 1982 Capital, Mallory Randall Corporation, PHW Corporation, Joseph Eiger and Townley & Updike 6. Letter, dated March 12, 1982, to Townley Filed as exhibit to Amendment 6 to & Updike from Barry S. Halperin and the Schedule 13D dated March 12, Carol Minkin 1982 7. Subordination Agreement of Halco Filed as exhibit to Amendment 8 to Industries, Inc., dated as of September 24, the Schedule 13D dated September 1982 24, 1982 8 Exhibit Description Status 8. Agreement and Plan of Merger, dated as of Filed as exhibit to Amendment 13 to November 14, 1989, between AmBrit, Inc. the Schedule 13D dated November and Empire of Carolina, Inc. 14, 1989 9. Agreement and Plan of Merger, dated as of Filed as exhibit to Amendment 13 to November 14, 1989, among Clabir the Schedule 13D dated November Corporation, Empire of Carolina, Inc. and 14, 1989 EMP Acquisition Corporation 10. Promissory Note of Empire of Carolina, Filed as exhibit to Amendment 15 to Inc., dated as of November 28, 1989, as the Schedule 13D dated March 16, amended 1990 11. Letter of Intent dated March 21, 1994 as Filed as exhibit to Amendment 20 to executed by Steven Geller, Maurice A. the Schedule 13D dated March 21, Halperin, individually, as a stockholder, 1994 and Barry S. Halperin, as President of Halco Industries, Inc. 12. Stock Purchase Agreement dated July 15, Filed as exhibit to Amendment 22 to 1994 among Maurice A. Halperin, Barry the Schedule 13D dated July 15, S. Halperin, Carol A. Minkin, Halco 1994 Industries, Inc. and Steven Geller 13. Stock Option Agreement dated July 15, Filed as exhibit to Amendment 22 to 1994 among Maurice A. Halperin, Barry the Schedule 13D dated July 15, S. Halperin, Carol A. Minkin, Halco 1994 Industries, Inc. and Steven Geller 14. Omnibus Agreement dated September 30, Filed as exhibit to Amendment 23 to 1994 among Maurice A. Halperin, Maurice the Schedule 13D dated September A. Halperin as custodian for the benefit of 30, 1994 and attorney-in-fact for Brian Clouse, Barry S. Halperin, Barry S. Halperin as custodian for the benefit of Lauren and Heather Halperin, Carol A. Minkin, Carol A. Minkin as custodian for the benefit of and attorney-in- fact for Joshua Minkin, and as custodian for the benefit of Rebecca Minkin, Halco Industries, Inc., Steven Geller, Empire of Carolina, Inc. and Carolina Enterprises, Inc. 9 Exhibit Description Status 15. Redemption Agreement dated September Filed as exhibit to Amendment 23 to 30, 1994 among Maurice A. Halperin, the Schedule 13D dated September Maurice A. Halperin as custodian for the 30, 1994 benefit of and attorney-in-fact for Brian Clouse, Barry S. Halperin, Barry S. Halperin as custodian for the benefit of Lauren and Heather Halperin, Carol A. Minkin, Carol A. Minkin as custodian for the benefit of and attorney-in-fact for Joshua Minkin and as custodian for the benefit of Rebecca Minkin and Empire of Carolina, Inc. 16. Voting Agreement dated September 30, Filed as exhibit to Amendment 23 to 1994 between Halco Industries, Inc. and the Schedule 13D dated September Steven Geller 30, 1994 17. Loan and Subordination Agreement dated Filed as exhibit to Amendment 23 to September 30, 1994 between Maurice A. the Schedule 13D dated September Halperin and Empire of Carolina, Inc. 30, 1994
10 SIGNATURE After reasonable inquiry and to the best of each of such person's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete, and correct. Dated: July 3, 1996 HALCO INDUSTRIES, INC. By /s/ Barry S. Halperin Title President /s/ Maurice A. Halperin Maurice A. Halperin /s/ Barry S. Halperin Barry S. Halperin 11 -----END PRIVACY-ENHANCED MESSAGE-----