UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)
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)
February 12, 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
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles S. Holmes
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,843,752
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,843,752
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,843,752
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.43%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Amendment No.3 (the "Amendment") amends the statement on
Schedule 13D filed on July 2, 1997 by Charles S. Holmes, as amended by Amendment
No.1 filed on October 30, 1997 and as further amended by Amendment No. 2 filed
on January 9, 1998 (as so amended, the "Schedule 13D"). The purpose of the
Amendment is to report additional purchases of Series A Preferred Stock and
Warrants by Mr. Charles Holmes. 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:
On February 12, 1998, Mr. Charles Holmes purchased 10,000
additional 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 by Mr. Charles Holmes from his personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) Mr. Holmes has the right to acquire 1,080,000 shares of
Common Stock at any time upon conversion of all or any portion of the 135,000
shares of Series A Preferred Stock held by him. In addition, Mr. Holmes has the
right, as owner of Warrants, to acquire all or any portion of 2,763,752 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 7,653,564 shares of Common Stock are currently outstanding, Mr. Holmes has
sole voting and/or dispositive power over the equivalent of 3,843,752 shares of
Common Stock (or 33.43% of the Common Stock). There are currently 2,100,000
shares of Series A Preferred Stock outstanding, with respect to which Mr. Holmes
has sole voting and dispositive power over 135,000 shares (or 6.43% 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.
Holmes has voting power, when the currently outstanding Series A Preferred Stock
is combined with the currently outstanding Common Stock, over 4.42% of the
combined classes.
(b) Mr. Holmes has sole power to vote and dispose of the
Series A Preferred Stock and Warrants held by him.
(c) See Items 3 and 4 above.
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Paragraphs (d) and (e) of Item 5 of Schedule 13D are not
applicable to this filing.
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5
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: February 18, 1998
/s/ Charles S. Holmes
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Charles S. Holmes
