-----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, LuYAqy3hPCQMizHXMcoVW1LpCyc0ZmMJy6iP1R93OVvcbYBSuN6IqFZN+bmcilZI W2uwS4J70ULCPDRqeCkUiQ== 0000950142-97-000901.txt : 19971113 0000950142-97-000901.hdr.sgml : 19971113 ACCESSION NUMBER: 0000950142-97-000901 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971113 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: 97716301 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: PINTO JAMES J CENTRAL INDEX KEY: 0000933688 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 235 SUNRISE STREET 2: STE 3224 CITY: PALM BEACH STATE: FL ZIP: 33480 MAIL ADDRESS: STREET 1: 235 SUNRISE AVE STREET 2: STE 3224 CITY: PALM BEACH STATE: FL ZIP: 33480 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 James J. Pinto 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 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 3,366,252 SHARES 8 SHARED VOTING POWER BENEFICIALLY 117,000 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 3,366,252 REPORTING 10 SHARED DISPOSITIVE POWER PERSON 117,000 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,483,252 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.28% 14 TYPE OF REPORTING PERSON IN 3 CUSIP No. 292007101 1 NAME OF REPORTING PERSON TelCom Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 562,500 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 562,500 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 562,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.85% 14 TYPE OF REPORTING PERSON LP 4 CUSIP No. 292007101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Churchill Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 117,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 117,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 117,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.51% 14 TYPE OF REPORTING PERSON LP 5 CUSIP No. 292007101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Churchill International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 117,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 117,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 117,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.51% 14 TYPE OF REPORTING PERSON CO 6 SCHEDULE 13D This Amendment No.1 amends the statement on Schedule 13D filed on July 2, 1997 by James J. Pinto and Telcom Partners L.P. ("TelCom"). In addition to Mr. James Pinto and TelCom, this Amendment No. 1 is also filed on behalf of Churchill Associates, L.P. ("Churchill L.P.") and its general partner, Churchill International, Inc. ("Churchill Inc."). ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended by adding thereto the following paragraphs: - ------------------------------------------------------------- In addition, this statement is filed jointly by Churchill L.P. and its general partner, Churchill Inc. Churchill L.P. is an investment partnership whose principal business address is 8339 Coppertowne Court, Dallas, Texas 75243. Churchill L.P. is a limited partnership organized under the laws of Delaware of which Churchill Inc. is the sole general partner. Churchill Inc., which is a private investment corporation, is the corporate general partner of Churchill L.P., and is a Delaware corporation whose principal business and office address is 8339 Coppertowne Court, Dallas, Texas 75243. The sole shareholders of Churchill Inc. are Mr. James Pinto and Mr. John Pinto, who are brothers and who each own 50% of Churchill Inc.'s outstanding Common Stock. Schedule A attached hereto provides the information required by this item with respect to each officer, director and controlling shareholder of Churchill Inc. The response to Items 2(d) and 2(e) of Schedule 13D is negative with respect to Churchill L.P. and Churchill Inc. 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. James Pinto on October 10, 1997 in connection with the closing of the Further Financing under the Securities Purchase Agreement. Mr. James Pinto paid no consideration in cash or property for the acquisition of such additional Warrants. Churchill L.P. purchased 13,000 shares of Series A Preferred Stock and 13,000 Warrants pursuant to the Further Financing for a total purchase price of $130,000. Such amount was paid in cash by Churchill L.P. out of its available funds. 7 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, 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 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. James Pinto, TelCom, Churchill L.P. and Churchill Inc. have 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) After taking into account the acquisition described in Item 3 above, Mr. James Pinto has the right to acquire 196,000 shares, TelCom has the right to acquire 500,000 shares and Churchill L.P. and Churchill Inc. (as Churchill L.P.'s sole general partner) (jointly, "Churchill") have the right to acquire 104,000 shares of Common Stock at any time upon conversion of all or any portion of the 24,500, 62,500 and 13,000 shares of Series A Preferred Stock held respectively by them. In addition, Mr. James Pinto, TelCom and Churchill have the respective rights, as owners of Warrants, to acquire all or any portion of 2,607,752, 62,500 and 13,000 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. Because of his ownership of and position with respect to Churchill Inc., Mr. James Pinto may be deemed to share beneficial ownership of the Series A Preferred Stock and the Warrants held by Churchill L.P. 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. James Pinto has sole voting and/or dispositive power over the equivalent of 3,366,252 shares of Common Stock (or 30.55% of the Common Stock) and shared voting and/or dispositive power over the equivalent of 117,000 shares of Common Stock (or 1.51% of the Common Stock), TelCom has sole voting 8 and/or dispositive power over the equivalent of 562,500 shares of Common Stock (or 6.85% of the Common Stock) and Churchill L.P. and Churchill Inc. each has sole voting and/or dispositive power over the equivalent of 117,000 shares of Common Stock (or 1.51% of the Common Stock). There are currently 2,100,000 shares of Series A Preferred Stock outstanding, with respect to which Mr. James Pinto has sole and/or shared voting and dispositive power over 100,000 shares (or 4.76% of the class) (including TelCom's and Churchill L.P.'s shares), TelCom has voting and dispositive power over 62,500 shares (or 2.98% of the class), and Churchill L.P. and Churchill Inc. each has voting and dispositive power over 13,000 shares (or 0.62% 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. James Pinto has sole or shared voting power, when the currently outstanding Series A Preferred Stock is combined with the currently outstanding Common Stock, over 3.17% of the combined classes, TelCom has voting power over 2% of the combined classes and Churchill L.P. and Churchill Inc. each has voting power over 0.42% of the combined classes. (b) Mr. James Pinto has sole power to vote and dispose of the Series A Preferred Stock and Warrants held by him and by TelCom, in the latter case on behalf of TelCom, which also has the sole power, acting through Mr. James Pinto as general partner, to vote and dispose of all Warrants and Shares of Series A Preferred Stock held by it. Mr. James Pinto has shared power with Mr. John Pinto to vote and dispose of the Series A Preferred Stock and Warrants held by Churchill L.P., which has sole power, acting through Churchill Inc. as general partner, to vote and dispose of all Warrants and shares of Series A Preferred Stock held by it. (c) See Items 3 and 4 above. Paragraphs (d) and (e) of Item 5 of Schedule 13D are not applicable to this filing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended by adding thereto the following exhibit: - ---------------------------------------------------------- Joint Filing Agreement of Mr. James Pinto, TelCom, Churchill L.P. and Churchill Inc. 9 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: November 13, 1997 /s/ James J. Pinto ---------------------------------- James J. Pinto TELCOM PARTNERS L.P. /s/ James J. Pinto ---------------------------------- James J. Pinto General Partner CHURCHILL ASSOCIATES, L.P. By Churchill International, Inc. as general partner /s/ James J. Pinto ---------------------------------- Name: James J. Pinto Title: CHURCHILL INTERNATIONAL, INC. /s/ James J. Pinto ---------------------------------- Name: James J. Pinto Title: 10 EXHIBIT INDEX Exhibit No. Joint Filing Agreement 1 11 Joint Filing Agreement In accordance with rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby agrees to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Amendment No. 1 to Schedule 13D (including further amendments thereto) with respect to the Common Stock, par value $0.10 per share, of Empire of Carolina, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, and in differing counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 13th day of November, 1997. /s/ James J. Pinto ---------------------------------- James J. Pinto TELCOM PARTNERS L.P. By:/s/ James J. Pinto ------------------------------- James J. Pinto, General Partner 12 CHURCHILL ASSOCIATES, L.P. By Churchill International, Inc. a general partner By:/s/ James J. Pinto ------------------------------- Name: James J. Pinto Title: CHURCHILL INTERNATIONAL, INC. By:/s/ James J. Pinto ------------------------------- Name: James J. Pinto Title: 13 SCHEDULE A Officers, Directors and Controlling Shareholders of Churchill International, Inc. John H. Pinto is a 50% shareholder and Chief Executive Officer of Churchill International, Inc. His principal residence and business address is 6501 Red Hook Plaza, Suite 201, St Thomas, US Virgin Islands. Mr. Pinto's present principal occupation is to act as a private investor. Mr. Pinto's principal occupation is conducted with Churchill Associates, L.P. Mr. Pinto is a citizen of the United States. The response to Items 2(d) and 2(e) of Schedule 13D is negative with respect to Mr. Pinto. -----END PRIVACY-ENHANCED MESSAGE-----