<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
February 12, 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 February 12, 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 February 12, 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: February 24, 1998
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------------------------------------
<S> <C>
99 Press Release, dated February 12, 1998
</TABLE>
-4-
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
EMPIRE OF CAROLINA ANNOUNCES $15 MILLION ACQUISITION
DELRAY BEACH, FL, FEBRUARY 12, 1998 -- EMPIRE OF CAROLINA (AMEX:EMP) a
designer, manufacturer and marketer of children's toys today announced the
signing of a letter of intent to acquire the stock of Apple Sports, Inc. and
Apple Golf Shoes, Inc. (the "Apple Companies") manufacturers and distributors
of golf equipment sold under license from Wilson Sporting Goods Co.
The Apple Companies are located in Ronkonkomo, New York. Their
Dorson-Registered Trademark- brand products have been sold since the 1940's,
and they have manufactured and distributed Wilson-Registered Trademark-
Staff-Registered Trademark- golf shoes and other Wilson-Registered Trademark-
accessories since 1986. In 1997, the Apple Companies had unaudited revenues
in excess of $24 million.
The letter of intent provides that Empire shall purchase all of the
stock of the Apple Companies for 5 million shares of Empire's common stock.
In addition, Empire shall assume up to $4.3 million of debt and reimburse
certain transfer and other fees at closing. Under certain circumstances, an
additional 1.15 million shares of Empire's common stock may be issued to the
sellers as additional consideration twelve months after the closing.
The letter of intent also provides that the Wilson licenses, which
permit use of the Wilson-Registered Trademark-, Pro-Staff-Registered
Trademark-, and Ultra-Registered Trademark- trademarks on golf accessories
and shoes, will be extended for a minimum of 5 years.
"We expect the earnings and cash flow of the Apple Companies to be
accretive in 1998. The acquisition will also allow Empire to expand into a
similar industry and enlarge its customer base, which should provide
additional distribution channels for some of Empire's existing toy and
outdoor products" said Bill Craig, Empire's CFO. "We are also excited about
the manufacturing opportunities for golf and sporting good products that this
acquisition brings to Empire." Charles S. Holmes, Empire's Chairman, added
"With the growth history and growth potential of golf, Apple represents an
excellent addition to Empire's revenue and profits, and should service the
shareholders well in the years to come."
The potential transaction is subject to a number of conditions,
including satisfactory completion of due diligence, the negotiation and
execution of a definitive agreement, and the approval of Empire's
shareholders. The Company can give no
-5-
<PAGE>
assurance that the transaction will be consummated, or, if consummated, that
it will be on the terms and conditions described above.
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. The Holiday Products Division produces and markets
decorative seasonal items including Christmas, Halloween and Easter
illuminated products.
This press release contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions
made by and information currently available to management, including
statements regarding future economic performance and financial condition,
liquidity and capital resources, and management's plans and objectives. Such
statements are subject to various risks and uncertainties which could cause
actual results to vary materially from those stated. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated, expected or projected. Such risks and uncertainties include the
Company's ability to close the proposed transaction, the potential
profitability of Apple Sports, Inc., the Company's ability to manage
inventory, production and costs, to meet potential increases or decreases in
demand, potential adverse customer impact due to delivery delays including
effects on existing and future orders, competitive practices in the toy and
decorative holiday products industries, changing consumer preferences and
risks associated with consumer acceptance of new product introductions,
potential increases in raw material prices, potential delays or production
problems associated with foreign sourcing of production and the impact of
pricing policies including providing discounts and allowances. Certain of
these as well as other risks and uncertainties are described in more detail
in the Company's Registration Statement on Form S-1 filed under the
Securities Act of 1933, Registration No. 333-4440. The Company undertakes no
obligation to update any such factors or to publicly announce the result of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.
CONTACT: Lawrence Geller, (561) 498-4000, or [email protected]
-6-
