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)
Mark S. Rose
72 Claire Rose Dr.
Patchogue, NY 11772
(516) 475-1333
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 28, 1998
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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
Mark S. Rose
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(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 2,225,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,225,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,225,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.01%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Amendment No.1 (the "Amendment") amends the statement on
Schedule 13D filed on July 30, 1997 by Mark S. Rose, (as so amended, the
"Schedule 13D"). The purpose of the Amendment is to report additional purchases
of Common Stock by Mr. Rose. Capitalized terms used herein and not otherwise
defined have the meaning assigned to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended by adding thereto the following paragraph:
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On July 28, 1998, Mr. Mark Rose purchased 1,750,000 additional
shares of Common Stock in a private transaction for an aggregate cash
consideration of $1,750,000 paid by Mr. Mark Rose from his personal funds.
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. Mark S. Rose owns 1,775,000 shares of Common Stock.
Mr. Rose also has the right to acquire 400,000 shares of Common Stock at any
time upon conversion of all or any portion of the 50,000 shares of Series A
Preferred Stock held by him. In addition, Mr. Mark S. Rose has the right, as
owner of the Warrants, to acquire all or any portion of the 50,000 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. Accordingly, based upon calculations made in
accordance with Rule 13d-3(d) and information provided by the Company that
14,367,041 shares of Common Stock are currently outstanding, Mr. Rose has sole
voting and/or dispositive power over the equivalent of 2,225,000 shares of
Common Stock (or 15.01% of the Common Stock). There are currently 1,910,212
shares of Series A Preferred Stock outstanding, with respect to which Mr. Rose
has sole voting and dispositive power over 50,000 shares (or 2.62% of the
class). The currently outstanding shares of Series A Preferred Stock may be
converted into 15,281,696 shares of Common Stock, with the result that Mr. Rose
has voting power, when the currently outstanding Series A Preferred Stock is
combined with the currently outstanding Common Stock, over 7.24% of the combined
classes.
(b) Mr. Rose has sole power to vote and dispose of the Common
Stock, Series A Preferred Stock and Warrants held by him.
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(c) See Items 3 and 4 above.
Paragraphs (d) and (e) of Item 5 of Schedule 13D are not
applicable to this filing.
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: August 6, 1998
/s/ Mark S. Rose
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Mark S. Rose
