<PAGE>
UNITED STATES OEM APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
FORM 12B-25 Estimated average burden
hours per response........2.50
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
1-7909
CUSIP NUMBER
292007 101
(CHECK ONE): |X|Form 10-K |_|Form 20-F |_|Form 11-K |_|Form 10-Q |_|Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Items 6, 7 and 8 (including related exhibits and schedules) of Form 10-K
PART I -- REGISTRANT INFORMATION
Empire of Carolina, Inc.
Full Name of Registrant
Former Name if Applicable
5150 Linton Boulevard
Address of Principal Executive Office (STREET AND NUMBER)
Delray Beach, Florida 33484
City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
|X| report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Exhibit A attached hereto.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
<PAGE>
PART III -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lawrence Geller, General Counsel (561) 498-4000
- ------------------------------------ ------------ ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
|X|Yes |_|No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|X|Yes |_|No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Exhibit B attached hereto.
- --------------------------------------------------------------------------------
Empire of Carolina, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1997 By: /s/ Steven Geller
------------------ ----------------------
Steven Geller, Chairman and
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
- --------------------------------------------------------------------------------
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(ss.232.13(b) of this chapter).
<PAGE>
EXHIBIT A
The registrant has experienced delays in the preparation and review of
its financial statements for the fiscal year ending December 31, 1996 and for
the reasons described below concluded that it could not complete Items 6 through
8 of Form 10-K (including related schedules and exhibits) by the March 31, 1997
due date without unreasonable effort or expense. The Company has experienced
significant financial and operating difficulties since the third quarter of
1996. It has decreased staffing levels, including in its financial and
accounting functions, as part of an effort to reduce costs. The Company
continues to experience significant cash flow difficulties, and has been
focusing significant resources, including senior management and accounting staff
time, on addressing the Company's financial difficulties and on assisting in the
ongoing effort to obtain the previously announced proposed private investment of
$50 million in the Company (the consummation of which cannot be assured). The
Company issued a press release on March 31, 1997 announcing its results of
operations for the fiscal year ended December 31, 1996 and the proposed
investment in the Company. Such press release has been filed with the Securities
and Exchange Commission as Exhibit 99 to the Company's Form 10-K for the fiscal
year ended December 31, 1996, and is hereby incorporated by reference herein.
The Company undertakes to complete its filing requirements with the Securities
and Exchange Commission with respect to Items 6 through 8 of Form 10-K
(including related schedules and exhibits) as soon as reasonably practicable and
no later than April 15, 1997.
<PAGE>
EXHIBIT B
It is anticipated that the Company's results of operations will reflect
a decrease in net sales from $153.7 million in 1995 to $148.9 million in 1996,
and an increase in net loss from $4.5 million in 1995 to $46.2 million in 1996.
Such increase in net loss is due in significant part to difficulties in
integrating the acquired Buddy L operations into the Company's Tarboro, North
Carolina manufacturing facility and to the need to outsource certain production
requirements which resulted in excessive labor, manufacturing and shipping
costs. The Company's difficulties were further exacerbated by the unexpected
death of the manager of the Tarboro facility and the poor holiday retail season
in the toy industry. Because of the Company's financial and operating
difficulties, the Company's auditors have indicated they will include a going
concern uncertainty explanatory paragraph in their report on the Company's
financial statements for the year ended December 31, 1996. The Company issued a
press release on March 31, 1997 announcing its results of operations for the
fiscal year ended December 31, 1996 and a proposed investment in the Company
(the consummation of which cannot be assured). Such press release has been filed
with the Securities and Exchange Commission as Exhibit 99 to the Company's Form
10-K for the fiscal year ended December 31, 1996, and is hereby incorporated by
reference herein.
