-----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, HbNNYYnrkeBHWSlMA1YU8e8rpfZwGp7yoOtqY5vEP40NyEF33EBOi5IamCto2riO WKJZeN+q8OLUK0xDWO5uAA== 0000950142-97-000858.txt : 19971103 0000950142-97-000858.hdr.sgml : 19971103 ACCESSION NUMBER: 0000950142-97-000858 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971031 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMPIRE OF CAROLINA INC CENTRAL INDEX KEY: 0000312840 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] 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: 97705654 BUSINESS ADDRESS: STREET 1: 5150 LINTON BLVD STREET 2: 5TH FL CITY: DELRAY BEACH STATE: FL ZIP: 33484 BUSINESS PHONE: 9198234111 MAIL ADDRESS: STREET 1: P O BOX 4000 CITY: TARBORO STATE: NC ZIP: 27886 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES CHARLES S CENTRAL INDEX KEY: 0000901020 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3555 CURTIS BLVD CITY: CLEVELAND STATE: OH ZIP: 44059 BUSINESS PHONE: 2169462525 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) EMPIRE OF CAROLINA, INC. ------------------------ (Name of Issuer) Common Stock, par value $0.10 per share --------------------------------------- (Title of Class of Securities) 292007101 --------- (CUSIP Number) EDWIN C. LAURENSON, ESQ. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997 --------------------------------------- (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 [ ]. 2 CUSIP No. 292007101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles S. Holmes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OR ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 3,703,252 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 3,703,252 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,703,252 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.61% 14 TYPE OF REPORTING PERSON IN 3 SCHEDULE 13D This Amendment No.1 amends the statement on Schedule 13D filed on July 2, 1997 by Charles S. Holmes. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended by adding thereto the following paragraph: - ----------------------------------------------------------- 625,000 additional Warrants were issued to Mr. Holmes on October 10, 1997 in connection with the closing of the Further Financing under the Securities Purchase Agreement. Mr. Holmes paid no consideration in cash or property for the acquisition of such additional Warrants. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby supplemented to state that all matters described therein to be voted upon at the annual meeting of the Company shareholders were approved. Such matters were: 1. Approval of the amendment of the Company's certificate of incorporation to provide that the Company's Board of Directors will consist of no more than 8 persons, as specified from time to time by the Company's Board of Directors; 2. Approval of an increase in the number of shares of the Company's Common Stock authorized for issuance to 60,000,000; and 3. Approval of the re-election of the Company's existing directors and the election of Mr. James J. Pinto as a director of the Company. In addition, the holders of the Company's Series A Preferred Stock approved the expansion of the Company's Board of Directors to 6 directors. Mr. Holmes has no plans with respect to any other matter specified in Item 4 or any similar action. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and restated in its entirety as follows: - --------------------------------------------------------- (a) Mr. Holmes has the right to acquire 1,000,000 shares of Common Stock at any time upon conversion of all or any portion of the 125,000 shares of Series A Preferred Stock held by him. In addition, Mr. Holmes has the 4 right, as owner of Warrants, to acquire all or any portion of 2,703,252 shares of Common Stock at a price of $1.375 per share at any time prior to the expiration of the Warrants on May 6, 2003. Accordingly, based upon calculations made in accordance with Rule 13d-3(d) and information provided by the Company that 7,653,564 shares of Common Stock are currently outstanding, Mr. Holmes has sole voting and/or dispositive power over the equivalent of 3,703,252 shares of Common Stock (or 32.61% of the Common Stock). There are currently 2,100,000 shares of Series A Preferred Stock outstanding, with respect to which Mr. Holmes has sole voting and dispositive power over 125,000 shares (or 5.95% of the class). The currently outstanding shares of Series A Preferred Stock may be converted into 16,800,000 shares of Common Stock, with the result that Mr. Holmes has voting power, when the currently outstanding Series A Preferred Stock is combined with the currently outstanding Common Stock, over 4.09% of the combined classes. (b) Mr. Holmes has sole power to vote and dispose of the Series A Preferred Stock and Warrants held by him. (c) See Items 3 and 4 above. Paragraphs (d) and (e) of Item 5 of Schedule 13D are not applicable to this filing. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Date: October 30, 1997 /s/ Charles S. Holmes ------------------------------- Charles S. Holmes -----END PRIVACY-ENHANCED MESSAGE-----