EMPIRE OF CAROLINA INC
8-K, 1998-03-20
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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<PAGE>


                          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





                                 MARCH 17, 1998
                  -----------------------------------------------
                  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)


                                         -1-
<PAGE>

ITEM 5.  OTHER EVENTS.

     On March 17, 1998, Empire of Carolina, Inc. issued the press release
attached hereto as Exhibit 99, which press release is hereby incorporated by
reference herein.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

<TABLE>
<CAPTION>

   Exhibit
   Number                                Description
   ------                                -----------
   <S>              <C>
     99             Press Release, dated March 17, 1998
</TABLE>


                                         -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
                                        & General Counsel

Date: March 20, 1998


                                         -3-
<PAGE>


                                   EXHIBIT INDEX

<TABLE>
<CAPTION>

   Exhibit
   Number                                Description
   ------                                -----------
   <S>              <C>
     99             Press Release, dated March 17, 1998
</TABLE>


                                         -4-


<PAGE>


                                                                      EXHIBIT 99



FOR IMMEDIATE RELEASE


                  EMPIRE OF CAROLINA REPORTS AMENDMENT OF QUARTERLY
                                      STATEMENTS

     DELRAY BEACH, FL, MARCH 17, 1998 -- EMPIRE OF CAROLINA (AMEX:EMP) a
designer, manufacturer and marketer of children's toys today reported that it
has amended its 1997 Form 10-Q filings for the quarters ended June 30 and
September 30, 1997.

     The amendments reflect the conversion discount feature of Empire's Series A
convertible preferred stock and warrants issued in June.  The amendments reflect
the provisions of Emerging Issues Task Force (EITF) Topic No. D-60, "Accounting
for Issuance of Convertible Preferred Stock and Debt Securities with a
Nondetachable Conversion Feature," issued in May 1997.

     The value of the conversion feature, approximately $19,270,000, is
accounted for as a one-time dividend to the Series A preferred shareholders.
Consequently, Empire's accumulated deficit and additional paid-in capital have
been increased by $19,270,000.  Loss per common share for the three and six
months ended June 30, 1997 have been restated to $(2.69) and $(3.14),
respectively, as compared to $(0.10) and $(0.54) as previously reported.  Loss
per common share for the nine months ended September 30, 1997 has been rested to
$(3.56) as compared to $(0.99) as previously reported.  The amendments did not
change the Company's revenue, net loss or cash flows for any periods presented.

     Empire of Carolina, Inc. designs, develops, manufactures and markets a
broad range of basic plastic children's toys.  The Company's full line includes
the Big Wheel-Registered Trademark- line of ride-on toys, Grand
Champions-Registered Trademark- collectible horses, and Buddy L-Registered
Trademark- cars and trucks.  Its Holiday products Division produces and markets
decorative seasonal items including Christmas, Halloween and Easter illuminated
products.

CONTACT:  Lawrence Geller, (561) 498-4000, or LGELLER@EMPIRETOYS. COM


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