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
April 23, 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)
<PAGE>
Item 5. Other Events.
On April 23, 1997, the Registrant issued the press release attached
hereto as Exhibit 99, which press release is hereby incorporated by reference
herein.
Item 7. Financial Statements and Exhibits.
Exhibit
Number Description
99 Press Release, dated April 23, 1997.
-2-
<PAGE>
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: April 23, 1997
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99 Press Release, dated April 23, 1997.
-4-
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
EMPIRE OF CAROLINA COMMENTS ON RECENT DEVELOPMENTS
Delray Beach, FL, April 23, 1997 -- Empire of Carolina, Inc. (AMEX: EMP)
announced today that EDT Toys, L.L.C. has advised the Company that it does not
intend to proceed with the investment in securities of Empire contemplated by
the previously announced non-binding letter of intent.
The Company and its advisors are evaluating other financial and
strategic alternatives which may be available to the Company, including renewing
discussions with other entities that had expressed interest in purchasing assets
from or investing in the Company. The Company intends to aggressively pursue
these alternatives, although no assurances can be given that a transaction will
be consummated or that cash generated from operations will be sufficient to fund
the Company's continued operations.
The Company is also discussing the effect of the termination of the
proposed transaction with its lenders. No assurance can be given, however, that
the Company will obtain the $6 million of additional financing by April 30, 1997
as required by the December 1996 amendment to its senior loan agreement or that
the Company's lenders will agree to an extension of such deadline. In the event
that additional financing is not obtained, there can be no assurance that the
Company's lenders will continue to finance operations beyond April 30, 1997.
This press release contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. Such statements are
subject to various risks and uncertainties which could cause actual results to
vary materially from those stated. Should one or more of these risks or
uncertainties materialize or should underlying assumptions prove incorrect
actual results may vary materially from those anticipated, estimated, expected
or projected. Such risks and uncertainties include the Company's ability to
obtain additional financing or an extension of the Company's senior credit line,
the Company's ability to manage inventory production and costs, to meet
potential increases or decreases in demand, potential adverse customer impact
due to delivery delays including effects on existing and future orders,
competitive practices in the toy and decorative holiday products industries,
changing consumer preferences and risks associated with consumer acceptance of
new product introductions, potential increases in raw material prices, potential
delays or production problems associated with foreign sourcing of production and
the impact of pricing policies including providing discounts and allowances.
Certain of these as well as other risks and uncertainties are described in more
detail in the Company's Registration Statement on Form S-1 filed under the
Securities Act of 1933, Registration No. 333-4440. The Company undertakes no
obligation to update any such factors or to publicly announce the result of any
revisions to any of the forward-looking statements contained herein to reflect
future events or developments.
-5-
<PAGE>
Empire of Carolina, Inc. designs, develops, manufactures and markets a
broad range of basic plastic children's toys. It's Holiday Products Division
produces and markets decorative seasonal items including Christmas, Halloween
and Easter illuminated products. The Company's full line of basic toys includes
the Big Wheel(R) line of ride-on toys, Grand Champions(R) collectible horses,
Buddy L(R) cars and trucks, and Power Driver(R) ride-ons.
-6-
<PAGE>
