UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
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)
August 13, 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).
<PAGE>
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
<PAGE>
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) [ ]
(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
-0-
- - ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- - ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
- - ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- - ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - ------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
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
<PAGE>
The undersigned persons hereby amend their statement on Schedule 13D
(the "Schedule") relating to shares of Common Stock, par value $.10 per share
(the "Common Stock"), of Empire of Carolina, Inc., a Delaware corporation
("Empire"):
Item 2. Identity and Background.
Item 2 of the Schedule is hereby deleted in its
entirety and the following is substituted in lieu thereof:
This Amendment 26 to the Schedule is filed on behalf
of Maurice A. Halperin, Barry S. Halperin and Halco
Industries, Inc., a Massachusetts corporation ("Halco")(Barry
S. Halperin and Halco are sometimes referred to herein as the
"Halperin Group"). Maurice A. Halperin no longer has (i) sole
or shared voting power or (ii) sole or shared dispositive
power over any shares of Empire's Common Stock, including the
shares of Common Stock owned by Halco. Barry S. Halperin is a
former Director and President of Empire, is currently the
President of Halco and is a citizen of the United States. His
business address 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. Maurice A.
Halperin is the former Chairman of the Board and Chief
Executive Officer of Empire and is currently retired. 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 and
Maurice A. Halperin 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 and Maurice A. Halperin
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 Barry S.
Halperin, Maurice A. Halperin, Halco 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
5
<PAGE>
mandating activities subject to, federal or state securities
laws or any violations with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 of the Schedule is hereby deleted in its
entirety and the following is substituted in lieu thereof:
This Amendment 26 to the Schedule does not relate to
the acquisition of shares by Barry S. Halperin or Halco.
Except to the extent described herein, none of the shares
currently owned by Barry S. Halperin and Halco are subject to
any liens or encumbrances.
Item 4. Purpose of Transaction.
Item 4 of the Schedule is hereby deleted in its
entirety and the following is substituted in lieu thereof:
The reporting persons originally acquired shares of
Empire in 1982. Neither Barry S. Halperin nor Halco have any
current intentions with respect to Empire other than personal
investment, in connection with which Barry S. Halperin or
Halco may sell or purchase shares of Empire in the market or
otherwise from time to time.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule is hereby deleted in its
entirety and the following is substituted in lieu thereof:
There have been no transactions in the Common Stock
by Barry S. Halperin or Halco since the filing of Amendment
No. 25 to this Schedule. The purpose of this Amendment 26 to
the Schedule is to disclose that Maurice A. Halperin no longer
has sole or shared dispositive or voting rights with respect
to the Common Stock owned by Halco and accordingly is no
longer the beneficial owner of any shares of the Company'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
and such information is incorporated herein by reference.
Maurice A. Halperin no longer has any ownership interest in
the Company's Common Stock. 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. Halco's beneficial ownership includes 734,039
shares, which shares dispositive power with respect to these
shares with Barry S. Halperin. Pursuant to a Voting Agreement
between Halco and Steven Geller ("Geller") more fully
described in Amendment No. 25 to the Schedule, Geller is
entitled to direct the vote of the 734,039 shares of Common
Stock owned by Halco until September 30, 2004 and during that
period also has a right of first refusal for any sales by
Halco in excess of 18,000 shares. In addition, Geller has an
option to purchase 17,500 shares of Common Stock from Halco
until July 15, 1997 pursuant to a Stock Option Agreement more
fully described in Amendment No. 25 to the Schedule.
6
<PAGE>
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: August 21, 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
7
<PAGE>
