UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
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)
March 3, 1998
(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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CUSIP No. 292007101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
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 OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 3,451,752
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 117,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 3,451,752
PERSON WITH 10 SHARED DISPOSITIVE POWER
117,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,752
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.80%
14 TYPE OF REPORTING PERSON
IN
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3
CUSIP No. 292007101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 562,500
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 562,500
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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
PN
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CUSIP No. 292007101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 117,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 117,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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
PN
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CUSIP No. 292007101
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 117,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 117,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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.2 (the "Amendment") amends the statement on
Schedule 13D filed on July 2, 1997 by James J. Pinto and TelCom Partners L.P.
("TelCom") (the "Original Schedule 13D"), as amended by Amendment No.1 to
Schedule 13D filed on November 13, 1997 by Mr. James Pinto, TelCom, Churchill
Associates, L.P. ("Churchill L.P.") and Churchill International, Inc.
("Churchill Inc.") (the Original Schedule 13D as so amended is referred to
herein as the "Schedule 13D"). The purpose of the Amendment is to report
additional purchases of Series A Preferred Stock and Warrants by Mr. James Pinto
and to correct an immaterial error in the information provided in the Original
Schedule 13D with respect to the number of Warrants held by Mr. James Pinto. The
number of Warrants held by Mr. James Pinto was reported as being 1,982,752 in
the Original Schedule 13D when in fact Mr. James Pinto held 1,978,252 Warrants.
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 AND OTHER CONSIDERATION.
Item 3 is amended by adding thereto the following paragraph:
On March 3, 1998, Mr. James Pinto purchased 10,000 shares of
Series A Preferred Stock and Warrants to purchase 10,000 shares of Common Stock
in a private transaction for an aggregate cash consideration of $100,000 paid My
Mr. James Pinto from his personal funds.
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 276,000 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 34,500, 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 2,613,252, 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
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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 3,451,752 shares of Common Stock (or 31.08% 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 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 110,000 shares
(or 5.24% 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 3.47% 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.
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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: March 9, 1998
/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:
