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.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
292007101
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(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
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 10, 1997
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(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 [ ].
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2
CUSIP No. 292007101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles S. Holmes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA
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 3,703,252
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,703,252
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,252
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.61%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Amendment No.1 amends the statement on Schedule 13D filed on
July 2, 1997 by Charles S. Holmes.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding thereto the following paragraph:
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625,000 additional Warrants were issued to Mr. Holmes on October 10,
1997 in connection with the closing of the Further Financing under the
Securities Purchase Agreement. Mr. Holmes paid no consideration in cash or
property for the acquisition of such additional Warrants.
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, as 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 J. 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. Holmes has 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:
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(a) Mr. Holmes has the right to acquire 1,000,000 shares of Common
Stock at any time upon conversion of all or any portion of the 125,000 shares of
Series A Preferred Stock held by him. In addition, Mr. Holmes has the
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4
right, as owner of Warrants, to acquire all or any portion of 2,703,252 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. 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. Holmes has
sole voting and/or dispositive power over the equivalent of 3,703,252 shares of
Common Stock (or 32.61% of the Common Stock). There are currently 2,100,000
shares of Series A Preferred Stock outstanding, with respect to which Mr. Holmes
has sole voting and dispositive power over 125,000 shares (or 5.95% 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.
Holmes has voting power, when the currently outstanding Series A Preferred Stock
is combined with the currently outstanding Common Stock, over 4.09% of the
combined classes.
(b) Mr. Holmes has sole power to vote and dispose of the Series A
Preferred Stock and Warrants held by him.
(c) See Items 3 and 4 above.
Paragraphs (d) and (e) of Item 5 of Schedule 13D are not applicable
to this filing.
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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: October 30, 1997
/s/ Charles S. Holmes
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Charles S. Holmes
