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.
(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)
October 10, 1997
---------------------------------------
(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
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 OR ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 3,366,252
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 117,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,366,252
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 117,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,483,252
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.28%
14 TYPE OF REPORTING PERSON
IN
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3
CUSIP No. 292007101
1 NAME OF REPORTING PERSON
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 OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 562,500
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 562,500
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
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
LP
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4
CUSIP No. 292007101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 117,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 117,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
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
LP
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5
CUSIP No. 292007101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 117,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 117,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
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
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SCHEDULE 13D
This Amendment No.1 amends the statement on Schedule 13D filed on July
2, 1997 by James J. Pinto and Telcom Partners L.P. ("TelCom"). In addition to
Mr. James Pinto and TelCom, this Amendment No. 1 is also filed on behalf of
Churchill Associates, L.P. ("Churchill L.P.") and its general partner, Churchill
International, Inc. ("Churchill Inc.").
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by adding thereto the following paragraphs:
- -------------------------------------------------------------
In addition, this statement is filed jointly by Churchill L.P. and its
general partner, Churchill Inc.
Churchill L.P. is an investment partnership whose principal business
address is 8339 Coppertowne Court, Dallas, Texas 75243. Churchill L.P. is a
limited partnership organized under the laws of Delaware of which Churchill Inc.
is the sole general partner. Churchill Inc., which is a private investment
corporation, is the corporate general partner of Churchill L.P., and is a
Delaware corporation whose principal business and office address is 8339
Coppertowne Court, Dallas, Texas 75243. The sole shareholders of Churchill Inc.
are Mr. James Pinto and Mr. John Pinto, who are brothers and who each own 50% of
Churchill Inc.'s outstanding Common Stock. Schedule A attached hereto provides
the information required by this item with respect to each officer, director and
controlling shareholder of Churchill Inc.
The response to Items 2(d) and 2(e) of Schedule 13D is negative with respect to
Churchill L.P. and Churchill Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding thereto the following paragraph:
- ------------------------------------------------------------
625,000 additional Warrants were issued to Mr. James Pinto on October
10, 1997 in connection with the closing of the Further Financing under the
Securities Purchase Agreement. Mr. James Pinto paid no consideration in cash or
property for the acquisition of such additional Warrants. Churchill L.P.
purchased 13,000 shares of Series A Preferred Stock and 13,000 Warrants pursuant
to the Further Financing for a total purchase price of $130,000. Such amount was
paid in cash by Churchill L.P. out of its available funds.
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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, 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 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. James Pinto, TelCom, Churchill L.P. and Churchill Inc. have 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:
- ----------------------------------------------------------
(a) After taking into account the acquisition described in Item 3
above, Mr. James Pinto has the right to acquire 196,000 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 24,500, 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
2,607,752, 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 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
3,366,252 shares of Common Stock (or 30.55% 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
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8
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 100,000 shares
(or 4.76% 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 3.17% 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended by adding thereto the following exhibit:
- ----------------------------------------------------------
Joint Filing Agreement of Mr. James Pinto, TelCom, Churchill L.P. and
Churchill Inc.
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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: November 13, 1997
/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:
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EXHIBIT INDEX
Exhibit No.
Joint Filing Agreement 1
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11
Joint Filing Agreement
In accordance with rule 13d-1(f) under the Securities Exchange Act
of 1934, the undersigned hereby agrees to the joint filing with all other
Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Amendment No. 1 to Schedule
13D (including further amendments thereto) with respect to the Common Stock, par
value $0.10 per share, of Empire of Carolina, Inc. and that this Agreement be
included as an Exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, and in differing counterparts, each of which shall
be deemed an original and all of which, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 13th day of November, 1997.
/s/ James J. Pinto
----------------------------------
James J. Pinto
TELCOM PARTNERS L.P.
By:/s/ James J. Pinto
-------------------------------
James J. Pinto,
General Partner
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CHURCHILL ASSOCIATES, L.P.
By Churchill International, Inc.
a general partner
By:/s/ James J. Pinto
-------------------------------
Name: James J. Pinto
Title:
CHURCHILL INTERNATIONAL, INC.
By:/s/ James J. Pinto
-------------------------------
Name: James J. Pinto
Title:
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SCHEDULE A
Officers, Directors and Controlling Shareholders of
Churchill International, Inc.
John H. Pinto is a 50% shareholder and Chief Executive Officer of Churchill
International, Inc. His principal residence and business address is 6501 Red
Hook Plaza, Suite 201, St Thomas, US Virgin Islands. Mr. Pinto's present
principal occupation is to act as a private investor. Mr. Pinto's principal
occupation is conducted with Churchill Associates, L.P. Mr. Pinto is a citizen
of the United States. The response to Items 2(d) and 2(e) of Schedule 13D is
negative with respect to Mr. Pinto.
