-----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, N1QJz/eByaRrgzOtcWUv7BDRSWBwR4Bq75/AKINklLEblFy3H3T2lagQSkiyl6F5 pSXv2bJkkVRpN31C93i/wA== 0000950142-98-000210.txt : 19980310 0000950142-98-000210.hdr.sgml : 19980310 ACCESSION NUMBER: 0000950142-98-000210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 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: 98560002 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. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2) 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) March 3, 1998 (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 I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) 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 OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 3,451,752 SHARES 8 SHARED VOTING POWER BENEFICIALLY 117,000 OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 3,451,752 PERSON WITH 10 SHARED DISPOSITIVE POWER 117,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,451,752 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.80% 14 TYPE OF REPORTING PERSON IN 3 CUSIP No. 292007101 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) 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 OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 562,500 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 562,500 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 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 PN 4 CUSIP No. 292007101 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) 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 OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 117,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 117,000 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 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 PN 5 CUSIP No. 292007101 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) 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 OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 117,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 117,000 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 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.2 (the "Amendment") amends the statement on Schedule 13D filed on July 2, 1997 by James J. Pinto and TelCom Partners L.P. ("TelCom") (the "Original Schedule 13D"), as amended by Amendment No.1 to Schedule 13D filed on November 13, 1997 by Mr. James Pinto, TelCom, Churchill Associates, L.P. ("Churchill L.P.") and Churchill International, Inc. ("Churchill Inc.") (the Original Schedule 13D as so amended is referred to herein as the "Schedule 13D"). The purpose of the Amendment is to report additional purchases of Series A Preferred Stock and Warrants by Mr. James Pinto and to correct an immaterial error in the information provided in the Original Schedule 13D with respect to the number of Warrants held by Mr. James Pinto. The number of Warrants held by Mr. James Pinto was reported as being 1,982,752 in the Original Schedule 13D when in fact Mr. James Pinto held 1,978,252 Warrants. Capitalized terms used herein and not otherwise defined have the meaning assigned to them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION. Item 3 is amended by adding thereto the following paragraph: On March 3, 1998, Mr. James Pinto purchased 10,000 shares of Series A Preferred Stock and Warrants to purchase 10,000 shares of Common Stock in a private transaction for an aggregate cash consideration of $100,000 paid My Mr. James Pinto from his personal funds. 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 276,000 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 34,500, 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 2,613,252, 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 7 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 3,451,752 shares of Common Stock (or 31.08% 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 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 110,000 shares (or 5.24% 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 3.47% 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. 8 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: March 9, 1998 /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: -----END PRIVACY-ENHANCED MESSAGE-----