UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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)
June 28, 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) [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!
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>
Item 1. Security and Issuer.
This Amendment 25 to the Schedule 13D relates to the
Common Stock, par value $.10 per share, of Empire of Carolina,
Inc., a Delaware corporation ("Empire") whose principal
executive offices are located at 5150 Linton Boulevard, Delray
Beach, Florida 33441.
Item 2. Identity and Background.
This Amendment 25 to the Schedule 13D is filed on
behalf of Maurice A. Halperin, Barry S. Halperin
(collectively, the "Halperins") and Halco Industries, Inc., a
Massachusetts corporation ("Halco")(the Halperins and Halco
are sometimes referred to herein as the "Halperin Group").
Maurice A. Halperin is the former Chairman of the Board and
Chief Executive Officer of Empire and is currently retired.
Barry S. Halperin is a former Director and President of Empire
and is currently the President of Halco. The Halperins are
citizens of the United States. The business address of the
Halperins 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. 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 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 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 the Halperins
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
mandating activities subject to, federal or state securities
laws or any violations with respect to such laws.
5
<PAGE>
Item 3. Sources and Amount of Funds or Other Consideration.
This Amendment 25 to Schedule 13D relates to the
disposition of shares by the Halperins and Halco. Accordingly,
there were no funds used in these transactions. Except to the
extent described herein, none of the shares currently owned by
the Halperins and Halco are subject to any liens or
encumbrances.
Item 4. Purpose of Transaction.
The reporting persons originally acquired shares of
Empire in 1982. Neither the Halperins nor Halco have any
current intentions with respect to Empire other than personal
investment. Halco may sell shares of Empire in the market from
time to time based on market conditions.
Item 5. Interest in Securities of the Issuer.
Pursuant to the Stock Purchase Agreement entered into
between the Halperin Group and Carol A. Minkin (the
"Stockholders") and Steven Geller ("Geller") on July 15,
1994 (the "Stock Purchase Agreement"), a copy of which was
previously filed as an exhibit to Amendment 22 to the
Schedule 13D, the Stockholders sold 200,040 shares of
Common Stock at $6.50 per share to Geller.
The Stock Purchase Agreement further contemplated the
occurrence of a stock redemption and change in control of
Empire. On September 30, 1994, the agreements described below
were entered to effect these transactions.
First, the Stockholders entered into an Omnibus
Agreement (the "Omnibus Agreement") with Geller, Empire and
Carolina Enterprises, Inc. ("CEI"), a wholly-owned subsidiary
of Empire (which subsequently changed its name to Empire
Industries, Inc.), a copy of which was previously filed as an
exhibit to Amendment 23 to the Schedule 13D. Pursuant to the
Omnibus Agreement, the parties agreed to enter into a
Redemption Agreement with the Stockholders, as described
below, to redeem certain of the Stockholders' shares of
Empire's Common Stock. The Omnibus Agreement also contemplated
arrangements for Empire to obtain a bridge line of credit and
convertible debt financing. Furthermore, in order to effect
the change in control, the Omnibus Agreement required Empire's
directors and officers, including the Halperins, to resign.
Second, the Stockholders entered into a Redemption
Agreement (the "Redemption Agreement") with Empire, a copy of
which was previously filed as an exhibit to Amendment 23 to
the Schedule 13D. Pursuant to the Redemption Agreement, the
Stockholders agreed to sell 11,766,634 shares of Common Stock
to Empire at $6.50 per share. This sale occurred on September
30, 1994. The Stockholders sold an additional 299,960 shares
of Common Stock to Geller for $6.50 per share on September 30,
1994.
Third, Halco and Geller entered into a Voting
Agreement (the "Voting Agreement"), a copy of which was
previously filed as an exhibit to Amendment 23 to the Schedule
13D, pursuant to which Geller became entitled to direct the
vote of 1,499,872 shares of Common Stock held by Halco for a
period of ten years and a right
6
<PAGE>
of first refusal with respect to any sale by Halco in an
aggregate amount at any one time in excess of 18,000 shares of
Common Stock.
Pursuant to the Stock Option Agreement entered into
between the Stockholders and Geller on July 15, 1994 (the
"Halco Option"), a copy of which was previously filed as an
exhibit to Amendment 22 to the Schedule 13D, the Stockholders
granted Geller a three year option to purchase from the
Stockholders up to 500,000 shares of Empire Common Stock.
Under the terms of the Halco Option, Geller's option to
purchase 166,667 of the 500,000 shares expired on January
15, 1996. On June 28, 1996 Geller transferred a portion of
the Halco Option to certain underwriters in connection
with Empire's public offering of shares, as more fully
described below. The underwriters exercised the Halco
Option and purchased 315,833 shares from Halco for an
aggregate purchase price of $2,267,680.94 ($7.18 per
share). The underwriters then resold the 315,833 shares in
Empire's offering. Geller retains the option to purchase
the remaining 17,500 shares from Halco until the
expiration of the three year term of the Halco Option.
On June 17, 1996, Empire filed a Registration
Statement on Form S-1 (the "Offering") with the Securities and
Exchange Commission pursuant to which Empire sold 1,400,000
shares of Common Stock and certain selling shareholders sold
1,723,908 shares. Halco and Geller participated in the
Offering as selling shareholders. Halco sold 450,000 shares at
an offering price of $12.00 per share. The net proceeds to
Halco was $11.16 per share. As described above, Geller
transferred a portion of the Halco Option to the Offering's
underwriters, the underwriters exercised the option to
purchase 315,833 shares and the underwriters sold the 315,833
shares in the Offering. After the Offering and the exercise of
the Halco Option, Halco owned 734,039 shares of Empire's
outstanding Common Stock which amount represented
approximately 10.5% of Empire's outstanding Common Stock.
Under the terms of the Voting Agreement, Geller retained the
right to vote Halco's remaining 734,039 shares until September
30, 2004 and retained his right of first refusal for any sales
by Halco at any time in excess of 18,000 shares.
The information contained in this Amendment 25 to the
Schedule 13D with respect to the percentage ownership of
shares of Common Stock reflects the transactions described
above. All ownership percentages set forth herein are based on
6,961,300 shares of Common Stock outstanding which was the
approximate amount outstanding after the above transactions as
set forth in Empire's Registration Statement on Form S-1.
Following these transactions, the Halperin Group beneficially
owned as a group 734,039 shares or 10.5% of the outstanding
shares of Empire'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
13D and such information is incorporated herein by reference.
Maurice A. Halperin's beneficial ownership consists of 734,039
shares held by Halco which shares dispositive power with
respect to these shares with Maurice A. Halperin. 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. Pursuant to the Voting
Agreement described above, Geller has voting power over
734,039 shares held by Halco.
7
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described in Item 5, the Voting Agreement grants
Geller the right to direct the vote of Halco's remaining
734,039 shares through September 30, 2004 and a right of first
refusal with respect to any sale by Halco in an aggregate
amount at any one time in excess of 18,000 shares. In
addition, Geller has an option to purchase 17,500 shares from
Halco for the remainder of the three year term of the Halco
Option.
Item 7. Material to Be Filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit Description Status
<S> <C> <C>
1. Complaint in the action entitled: Halco Filed as exhibit to Amendment 3 to
Industries, Inc. v. Benson A. Seltzer, et al. the Schedule 13D dated February 5,
1982
2. Main Transfer Agreement, dated March Filed as exhibit to Amendment 6 to
12, 1982, by and among Barry S. the Schedule 13D dated March 12,
Halperin, Halco Industries, Inc., Maurice 1982
A. Halperin, Carol Minkin, Irwin L.
Feinberg, Edwin C. Nevis, Benson Seltzer,
Daniel J. Sullivan, Coplex Foundation,
Kenmore Capital, and Mallory Randall
Corporation
3. Eiger Transfer Agreement, dated March Filed as exhibit to Amendment 6 to
12, 1982, between Barry S. Halperin and the Schedule 13D dated March 12,
Joseph Eiger 1982
4. PHW Transfer Agreement, dated March Filed as exhibit to Amendment 6 to
12, 1982, between Barry S. Halperin and the Schedule 13D dated March 12,
PHW Corporation 1982
5. Escrow Agreement, dated March 12, 1982, Filed as exhibit to Amendment 6 to
by and among Barry S. Halperin, Benson the Schedule 13D dated March 12,
A. Seltzer, Coplex Foundation, Kenmore 1982
Capital, Mallory Randall Corporation,
PHW Corporation, Joseph Eiger and
Townley & Updike
6. Letter, dated March 12, 1982, to Townley Filed as exhibit to Amendment 6 to
& Updike from Barry S. Halperin and the Schedule 13D dated March 12,
Carol Minkin 1982
7. Subordination Agreement of Halco Filed as exhibit to Amendment 8 to
Industries, Inc., dated as of September 24, the Schedule 13D dated September
1982 24, 1982
8
<PAGE>
Exhibit Description Status
8. Agreement and Plan of Merger, dated as of Filed as exhibit to Amendment 13 to
November 14, 1989, between AmBrit, Inc. the Schedule 13D dated November
and Empire of Carolina, Inc. 14, 1989
9. Agreement and Plan of Merger, dated as of Filed as exhibit to Amendment 13 to
November 14, 1989, among Clabir the Schedule 13D dated November
Corporation, Empire of Carolina, Inc. and 14, 1989
EMP Acquisition Corporation
10. Promissory Note of Empire of Carolina, Filed as exhibit to Amendment 15 to
Inc., dated as of November 28, 1989, as the Schedule 13D dated March 16,
amended 1990
11. Letter of Intent dated March 21, 1994 as Filed as exhibit to Amendment 20 to
executed by Steven Geller, Maurice A. the Schedule 13D dated March 21,
Halperin, individually, as a stockholder, 1994
and Barry S. Halperin, as President of
Halco Industries, Inc.
12. Stock Purchase Agreement dated July 15, Filed as exhibit to Amendment 22 to
1994 among Maurice A. Halperin, Barry the Schedule 13D dated July 15,
S. Halperin, Carol A. Minkin, Halco 1994
Industries, Inc. and Steven Geller
13. Stock Option Agreement dated July 15, Filed as exhibit to Amendment 22 to
1994 among Maurice A. Halperin, Barry the Schedule 13D dated July 15,
S. Halperin, Carol A. Minkin, Halco 1994
Industries, Inc. and Steven Geller
14. Omnibus Agreement dated September 30, Filed as exhibit to Amendment 23 to
1994 among Maurice A. Halperin, Maurice the Schedule 13D dated September
A. Halperin as custodian for the benefit of 30, 1994
and attorney-in-fact for Brian Clouse,
Barry S. Halperin, Barry S. Halperin as custodian
for the benefit of Lauren and Heather Halperin,
Carol A. Minkin, Carol A. Minkin as custodian
for the benefit of and attorney-in- fact
for Joshua Minkin, and as custodian for the
benefit of Rebecca Minkin, Halco Industries, Inc.,
Steven Geller, Empire of Carolina, Inc. and
Carolina Enterprises, Inc.
9
<PAGE>
Exhibit Description Status
15. Redemption Agreement dated September Filed as exhibit to Amendment 23 to
30, 1994 among Maurice A. Halperin, the Schedule 13D dated September
Maurice A. Halperin as custodian for the 30, 1994
benefit of and attorney-in-fact for Brian
Clouse, Barry S. Halperin, Barry S.
Halperin as custodian for the benefit of
Lauren and Heather Halperin, Carol A.
Minkin, Carol A. Minkin as custodian for
the benefit of and attorney-in-fact for
Joshua Minkin and as custodian for the
benefit of Rebecca Minkin and Empire of
Carolina, Inc.
16. Voting Agreement dated September 30, Filed as exhibit to Amendment 23 to
1994 between Halco Industries, Inc. and the Schedule 13D dated September
Steven Geller 30, 1994
17. Loan and Subordination Agreement dated Filed as exhibit to Amendment 23 to
September 30, 1994 between Maurice A. the Schedule 13D dated September
Halperin and Empire of Carolina, Inc. 30, 1994
</TABLE>
10
<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: July 3, 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
11
