-----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, D4Bvy7SlD4VLeOXify/81WjGaFrQiRzvApzvxCcS1g+kunRGPvInQToJE/rdy18b /rFGk1iz7sn7wwfvRRzj5Q== 0001047469-98-012477.txt : 19980331 0001047469-98-012477.hdr.sgml : 19980331 ACCESSION NUMBER: 0001047469-98-012477 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970802 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980330 SROS: AMEX FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-07909 FILM NUMBER: 98578816 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 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 1997 ------------------------------------------------------- Date of Report (Date of earliest event reported) Empire of Carolina, Inc. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-7909 13-2999480 - ---------------------------- ------------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5150 Linton Boulevard, 5th Floor, Delray Beach, Florida 33484 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (561) 498-4000 ------------------------------ (Registrant's telephone number) 1 Item 5. Other Events. On May 2, 1997, Empire Industries, Inc. entered into the Third Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation attached hereto as Exhibit 10.56, providing for, among other things, the amendment of certain financial covenants, which Amendment, including the exhibits thereto, is hereby incorporated by reference herein. On June 11, 1997, Empire Industries, Inc. entered into the Fourth Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation attached hereto as Exhibit 10.57, providing for, among other things, the amendment of certain financial covenants, which Amendment, including the exhibits thereto, is hereby incorporated by reference herein. On January 22, 1998, the holders of at least 75% of the Warrants voted to amend the Warrant Agreement to include (i) 2,500,000 additional Warrants pursuant to "Proposal 3" of the 1997 proxy statement of Empire of Carolina, Inc. (the "Company") and (ii) to exchange the 200,000 GKM Warrants for 200,000 Warrants. Accordingly, the Company entered into the First Amendment to the Warrant Agreement with the holders of the Warrants from time to time, which Amendment, including the exhibits thereto, is hereby incorporated by reference herein. Item 7. Financial Statements and Exhibits. Exhibit Number Description - -------- ------------------------------------------------------------ 10.56 Third Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation 10.57 Fourth Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation 10.58 First Amendment to the Warrant Agreement with the holders of the warrants from time to time 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMPIRE OF CAROLINA, INC. By /s/ Lawrence Geller ---------------------------------- Name: Lawrence Geller Title: Vice President and General Counsel Date: March 30, 1998 3 EXHIBIT INDEX Exhibit Number Description - -------- ------------------------------------------------------------ 10.56 Third Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation 10.57 Fourth Amendment to Loan and Security Agreement (the "Amendment") with LaSalle National Bank, BT Commercial Corporation, and Congress Financial Corporation (Central), The CIT Group/Credit Finance, Inc., and Finova Capital Corporation 10.58 First Amendment to Warrant Agreement with the holders of the warrants from time to time 4 EX-10.56 2 EXHIBIT 10.56 EXHIBIT 10.56 April 30, 1997 Empire Industries, Inc. 501 Daniel Street Tarboro, North Carolina Reference is made to that certain Loan and Security Agreement (the "Loan Agreement") dated as of May 29, 1996 among Empire Industries, Inc. ("Empire"), LaSalle National Bank, as collateral agent for itself ("LaSalle"), BT Commercial Corporation, as a lender ("BTCC") and each other lender now or hereafter a party to the Loan Agreement (LaSalle, BTCC, and each such other lender are sometimes collectively referred to as "Lenders"), BTCC as administrative agent for all Lenders and all other Lenders. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement. Reference is further made to (a) that certain First Amendment to Amended and Restated Loan and Security Agreement dated December 6, 1996 among Empire, Agents and Lenders (the "First Amendment") and (b) that certain Consent and Second Amendment to Loan and Security Agreement dated February 4, 1997 among Empire, Agents and Lenders (the "Second Amendment"). The parties hereto hereby agree as follows: 1. Pursuant to the First Amendment, a new subparagraph 13(n) was added to the Loan Agreement, which required that Borrower receive an equity contribution of at least $6,000,000 during the period from November 15, 1996 and April 30, 1997, on terms and subject to conditions satisfactory to Agents and Lenders. The parties hereto hereby agree to extend the date by which such equity contribution must be received by Borrower from April 30, 1997 to May 31, 1997. 2. Pursuant to paragraph 2 of the Second Amendment, Agents and Lenders agreed to negotiate with Borrower in good faith to set new covenant levels for the covenants contained in Paragraphs 12(o) and 12(p) of the Loan Agreement, to be effective beginning May 1, 1997 and further agreed that in the event such negotiations did not result in an agreement, commencing May 1, 1997 the covenant levels currently contained in Paragraphs 12(o) and 12(p) would be reinstated. The parties hereto hereby agree to extend the date by which either such new covenants shall become effective or the current covenants shall be reinstated from May 1, 1997 to June 1, 1997. Except as expressly provided hereby, the Loan Agreement, as amended by the First Amendment and Second Amendment, shall remain unchanged and in full force and effect in accordance with the terms thereof. This letter shall not become effective until executed by all parties hereto. Very truly yours, LASALLE NATIONAL BANK, as Collateral Agent and Lender By /s/ Robert Corsentino ---------------------------------------- Its Senior Vice President Consented and agreed to this 2nd day of May, 1997. BT COMMERCIAL CORPORATION, as Administrative Agent and a Lender By /s/ Philip Isom - --------------------------------------- Its Associate CONGRESS FINANCIAL CORPORATION (CENTRAL), as a Lender By /s/ Brett Mook - --------------------------------------- Its Vice President THE CIT GROUP/CREDIT FINANCE, INC., as a Lender By /s/ Terrance Shope - --------------------------------------- Its Vice President FINOVA CAPITAL CORPORATION, as a Lender By /s/ Pete Martinez - --------------------------------------- Its Vice President Accepted and agreed to this 30th day of April, 1997. EMPIRE INDUSTRIES, INC. By /s/ Lawrence Geller - --------------------------------------- Its Vice President and General Counsel The undersigned Guarantor hereby acknowledges that it has read the foregoing letter and all previous amendments and modifications of the Loan Agreement and hereby reaffirms its guaranty of the obligations of Borrower this 30th day of April, 1997. EMPIRE OF CAROLINA, INC. By /s/ Lawrence Geller --------------------------------------- Its Vice President and General Counsel EX-10.57 3 EXHIBIT 10.57 EXHIBIT 10.57 June 11, 1997 Empire Industries, Inc. 501 Daniel Street Tarboro, North Carolina Re: Fourth Amendment to Loan and Security Agreement Dear ____________________: Reference is made to that certain Loan and Security Agreement (the "Loan Agreement") dated as of May 29, 1996 among Empire Industries, Inc. ("Empire"), LaSalle National Bank, as collateral agent for itself ("LaSalle"), BT Commercial Corporation, as a lender ("BTCC") and each other lender now or hereafter a party to the Loan Agreement (LaSalle, BTCC, and each such other lender are sometimes collectively referred to as "Lenders"), BTCC as administrative agent for all Lenders and all other Lenders. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement. Reference is further made to (a) that certain First Amendment to Amended and Restated Loan and Security Agreement dated December 6, 1996 among Empire, Agents and Lenders (the "First Amendment"), (b) that certain Consent and Second Amendment to Loan and Security Agreement dated February 4, 1997 among Empire, Agents and Lenders (the "Second Amendment") and (c) that certain letter amendment dated April 30, 1997 among Empire, Agents and Lenders (the "Third Amendment"). The parties hereto hereby agree as follows: 1. Pursuant to the First Amendment, a new subparagraph 13(n) was added to the Loan Agreement, which required that Borrower receive an equity contribution of at least $6,000,000 during the period from November 15, 1996 and April 30, 1997, on terms and subject to conditions satisfactory to Agents and Lenders. Pursuant to the Third Amendment, such period was extended to May 31, 1997. The parties hereto hereby agree to extend the date by which such equity contribution must be received by Borrower from May 31, 1997 to June 30, 1997. 2. Pursuant to paragraph 2 of the Second Amendment, Agents and Lenders agreed to negotiate with Borrower in good faith to set new covenant levels for the covenants contained in Paragraphs 12(o) and 12(p) of the Loan Agreement, to be effective beginning May 1, 1997 and further agreed that in the event such negotiations did not result in an agreement, commencing May 1, 1997 the covenant levels currently contained in Paragraphs 12(o) and 12(p) would be reinstated. Pursuant to the Third Amendment the parties agreed to extend the date for setting new covenant levels to June 1. The parties hereto hereby agree to extend the date by which either such new covenants shall become effective or the Empire Industries, Inc. June 11, 1997 Page 2 current covenants shall be reinstated from June 1, 1997 to July 1, 1997. Except as expressly provided hereby, the Loan Agreement, as amended, shall remain unchanged and in full force and effect in accordance with the terms thereof. This letter shall not become effective until executed by all parties hereto. Very truly yours, LASALLE NATIONAL BANK, as Collateral Agent and a Lender By /s/ Robert Corsentino -------------------------------- Its Senior Vice President Consented and agreed to this 5th day of June, 1997. BT COMMERCIAL CORPORATION, as Administrative Agent and a Lender By /s/ Philip Isom - --------------------------------------- Its Associate CONGRESS FINANCIAL CORPORATION (CENTRAL), as a Lender By /s/ Brett Mook - --------------------------------------- Its Vice President THE CIT GROUP/CREDIT FINANCE, INC., as a Lender By /s/ Terrance Shope - --------------------------------------- Its Vice President FINOVA CAPITAL CORPORATION, as a Lender By /s/ Pete Martinez - --------------------------------------- Its Vice President Accepted and agreed to this 11th day of June, 1997. EMPIRE INDUSTRIES, INC. By /s/ Lawrence Geller - --------------------------------------- Its Vice President and General Counsel The undersigned Guarantor hereby acknowledges that it has read the foregoing letter and all previous amendments and modifications of the Loan Agreement and hereby reaffirms its guaranty of the obligations of the Borrower this 11th day of June, 1997. EMPIRE OF CAROLINA, INC. By /s/ Lawrence Geller -------------------------------------------- Its Vice President and General Counsel EX-10.58 4 EXHIBIT 10.58 EXHIBIT 10.58 FIRST AMENDMENT TO WARRANT AGREEMENT THIS FIRST AMENDMENT to the Warrant Agreement, dated June 17 1997, by and between Empire of Carolina, Inc., a Delaware corporation (the "Company"), one the one hand, and the holders from time to time of the Warrants on the other (each, a "Holder" and collectively, the "Holders") (the "Warrant Agreement") is dated as of January 22, 1998 (the "First Amendment"). WHEREAS, the Company and the Holders believe that it is their mutual best interests to amend the Warrant Agreement as set forth to increase the aggregate shares issuable under the Warrant Agreement; and WHEREAS, any provision of the Warrant Agreement may be amended, waived, discharged or terminated only by and with the written consent of the Company and the Holders of 75% of the Warrants. WHEREAS, attached hereto as Exhibit A is a Certificate of the Secretary of the Company with respect to the results of a vote amongst the Holders in connection with this Amendment. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. The Warrant Agreement is amended to increase the aggregate shares of Common Stock issuable under the Warrant Agreement from 7,500,000 to 10,200,000. 2. Except as expressly amended hereby, the Warrant Agreement remains in full force and effect. 3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware, and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and performed entirely within such State. 4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 11 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. EMPIRE OF CAROLINA, INC. By /s/ Lawrence Geller ---------------------------------------- Name: Lawrence Geller Title: Vice President and General Counsel 12 EXHIBIT A
WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- OCTOBER OFFERING - ---------------- Albert J. Miller & Helen K. Miller Family Trust 10,000 X Andrew A. Stern 10,000 X Bernard Kirsner Trust 5,000 X Bruce Corbin 1,000 X Charles E. Bradley 20,000 X Charles Leithauser 5,000 X Claudia C. Rouhana 2,500 X David Morley 2,500 X David S. Lawi 2,500 X Paul W. Perkins 5,000 X Dr. Paul D. Goldenheim 2,500 X Dr. Richard Corbin 1,500 X Estelle K. Meislich 5,000 X Garo A. Partoyan 3,750 X Gerald B. Jones 10,000 X H. Eugene Graves 20,000 X Hare & Co. As Custodian For Royal Bank Of Canada 40,000 X Harvey M. Campbell 5,000 X J. David Shapiro 1,000 X J.A. Cardwell 5,000 X J.A. Cardwell, Jr. 2,500 X J.F. Shea Co., Inc As Nominee 1997-25 100,000 X John Piccolo 5,000 X John T. Stanner 5,000 X 13 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Jonathan Cohen 1,000 X Kevin L. Jackson 1,250 X Lenore H. Schupak 7,500 X Neal Holtvogt 2,000 X Patrick H. Miller, Jr. 20,000 X Pro Series Racing, Inc. 5,000 X Richard Palmer 2,500 X Robert A. Simms 20,000 X Theodore Stern 10,000 X Walter Ingstrup 1,250 X Wilfred Huse 5,000 X William H. Lennon 5,000 X William J. Rouhana, Jr. 2,500 X William Joe Jackson 5,000 X William Schoen 2,500 X Andre W. Iseli 2,500 X Churchill Ass. L.P. 13,000 X Conzett Europa - Invest 50,000 X CSP Trust 12,500 X Fiducie Desjardins A/C 744766-7-59 20,000 X Fiducie Desjardins A/C 900595-0-59 5,000 X George L. Smith 2,500 X Goldstein Family Living Trust 2,500 X Howard Bernstein 2,500 X Phillip T. George, M.D. 12,500 X Stephen T. Skoly, Jr. 2,500 X Thomas E. McLain PC Employee Retirement Trust 7,500 X 14 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Walter F. Toombs 5,500 X Ferdinand F. Anderson, Jr. 1,250 X Commonwealth Associates, Inc. 9,100 X Michael A. Falk 336,476 X Keith M. Rosenbloom 87,973 X Edward R. Downe, Jr. 50,000 X Eric Rand 48,571 X Robert O'Sullivan 43,986 X Cornelia F. Eldridge 30,000 X Robert R. Beuret 26,857 X Vincent Labarbara 20,250 X Basil Asouitto 14,286 X Joseph P. Wynne 14,286 X Michael R. Lyall 14,286 X C. James Walker, Jr. 9,500 X Michael Volpe 6,661 X Stephen Labarbara 6,661 X Anthony J. Giardina 5,357 X David Stein 3,750 X Ronald Moschetta 3,571 X Eric Rubenstein 3,571 X Travis Brock 3,500 X Robert Nass 1,786 X Mark Danieli 1,786 X Craig Leppla 1,786 X Richard Galterio 1,500 X Mario Marsillo, Jr. 1,500 X David Wynne 1,500 X Michael Scalfani 1,500 X 15 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Charles S. Holmes 625,000 X James J. Pinto 625,000 X JUNE OFFERING - -------------- EMP Associates, LLC 1,266,988 X Pellinore Securities Corp. 112,754 X Axiom Capital Management, Inc. 112,754 X Aquae Sulis Investment Fund Limited 15,000 X Atlantic & Overseas Holdings Ltd. 25,000 X Contrary Fund-Parker Quillen/Pres 10,000 X Melanie R. Dacus 9,500 X Louis De Ricco 3,500 X The Humayan Waheed MD PC Pension 2,500 X Little Wing LP 10,000 X Medusa Capial S.A. 20,000 X Charles S. Meyer 10,000 X Gregory J. Osborne 4,500 X Swiss Bank Corporation 30,000 X Swiss Bank Corporation 7,500 X Swiss Bank Corporation 10,000 X Swiss Bank Corporation 10,000 X Swiss Bank Corporation 20,000 X Swiss Bank Corporation 2,500 X Tradewinds Fund Ltd. 10,000 X Kenneth Allen 5,000 X Nicky Borcea, IRA Rollover 10,000 X 16 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Tai-San Cheng 10,000 X Fontaine R. Christensen and 10,000 X Kevin Flanders 2,500 X Anthony Cirillo 12,500 X Luke Scanlon 5,000 X M. Perry Grant 5,000 X John Illibassi Family Trust 10,000 X Jastmar Associates 5,000 X Kenneth R. Kafesak 10,000 X Gary F. Lexa 5,000 X Wayne McLaughlin and 20,000 X John C. McNay and 5,000 X George Mordiglia IRA R/O Decd. 15,000 X RHL Associates, L.P. 15,000 X John P. O'Shea 10,000 X Jay T. Robling 10,000 X Lance C. Senning 5,000 X Michael Spadaro 10,000 X Leslie C. Taylor Trust Agreement 5,000 X Arthur Steinberg, IRA Rollover 5,000 X Lloyd W. Taylor and 5,000 X Harvey K. Yee 5,000 X Timothy Moran 50,000 X Freeburn Ventures ltd. 50,000 X Mark S. Rose 50,000 X William Forman 50,000 X Richard L. Bazelon 10,000 X Richard G. David 5,000 X 17 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Ronald A. Koplow 5,500 X Venogopal K. Menon 2,500 X Julio Novogrodzki 5,000 X Leonard M. Schiller 5,000 X Schneider Fuel & Oil, Inc. Pension Plan 5,000 X Town & Country Oil Corp. Pension Plan & Trust 2,500 X Theodore Stern SEP IRA 10,000 X Jo-Bar Enterprises, L.L.C. 10,000 X Joyce N. Westmoreland 2,500 X Kenneth R. Falchuk 2,500 X Zachary Gomes 10,000 X Daniel R. Lee 20,000 X Patrick H. Miller Jr. 10,000 X Frederick J. Oswald 2,500 X J.F. Shea Co., Inc. as Nominee 1997-25 100,000 X J. Michael Wolfe 10,000 X Pro Series Racing, Inc. 5,000 X Bill Hickey 10,000 X Aegis Pension Plan 20,000 X James R. Baugh and 10,000 X W. Sam Chandoha 10,000 X John J. Doran 10,000 X Harvey Feldschreiber and 10,000 X Philip T. George 12,500 X Phillip D. Gunn & Co., Inc. 10,000 X J. Peter Kline 20,000 X James H. Lynch, Jr. 10,000 X 18 WARRANT HOLDER WARRANTS VOTED VOTED FOR AGAINST ABSTAINED - ------------------------------------- ---------- ------- --------- --------- Alexander B. Miller 5,000 X Ronald Miller 10,000 X Stephen V. Millea and 10,000 X Sanford Kirschenbaum and 16,000 X MKS' OMO Contracting, Inc. 2,000 X Sanford Kirchenbaum & CO., CPA, PA 2,000 X Lenore H. Schupak 15,000 X Sintra Fund, Ltd. 25,000 X Donna de Varona 2,500 X SJG Management, Inc. 12,500 X Yair Talmi 10,000 X Paul and Benradette Torre 5,000 X Worldwide Fabrics, L.P. 10,000 X Faisal Finance (Switzerland) S.A. 30,000 X William Joe Jackson 5,000 X John Shaw 10,000 X Joshua Gottlieb 2,500 X Kenneth R. Falchuk 2,500 X David H. Zises 5,000 X Suzanne Schiller 5,000 X Edward T. Schnedier 2,500 X Wilfred Huse 5,000 X James J. Pinto 1,978,252 X Charles S. Holmes 2,078,752 X Telcom Partners, L.P. 62,500 X Commonwealth Associates, Inc. 750,000 X
19 Total for Both Offerings: - ------------------------- For: 8,521,373 Against: 27,857 Abstain: 1,450,770 85% Voted for the Amendment, .2% Voted Against the Amendment; 14.5% Abstained Total for June Offerings: - -------------------------- For: 6,716,992 Against: 17,500 Abstain: 765,508 89.6% Voted for the Amendment, .2% Voted Against the Amendment; 10.2% Abstained Attachment cc: American Stock Exchange 20 -----END PRIVACY-ENHANCED MESSAGE-----