UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
EMPIRE OF CAROLINA, INC.
(Name of Issuer)
Common Stock, Par Value $.10 per Share
(Title of Class of Securities)
292007-10-1
(CUSIP Number)
Gerald F. Roach
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
P.O. Box 2611, Raleigh, North Carolina 27602 (919) 821-1220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
<PAGE>
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 292007-10-1
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Halco Industries, Inc.
04-224-1978
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY ---------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
-0-
EACH REPORTING ---------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
2
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Steven Halperin
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------
SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY ----------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
734,039
EACH REPORTING ----------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,039
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
3
<PAGE>
The undersigned persons hereby amend their statement on Schedule 13D
(the "Schedule") relating to shares of Common Stock, par value $.10 per share
(the "Common Stock"), of Empire of Carolina, Inc., a Delaware corporation
("Empire"):
Item 2. Identity and Background.
Item 2 of the Schedule is hereby deleted in its entirety and
the following is substituted in lieu thereof:
This Amendment 27 to the Schedule is filed on behalf of Barry
S. Halperin and Halco Industries, Inc., a Massachusetts corporation
("Halco") (Barry S. Halperin and Halco are sometimes referred to
herein as the "Halperin Group"). Halco no longer has (i) sole or
shared voting power or (ii) sole or shared dispositive power over
any shares of Empire's Common Stock. Barry S. Halperin is a former
Director and President of Empire, is currently a Director and the
President of Halco and is a citizen of the United States. His
business address is 2500 North Military Trail, Boca Raton, Florida
33431.
Halco liquidated as of December 31, 1998 and is in the process
of winding up its business. Halco's principal business has been
investments in businesses. Barry S. Halperin owns approximately 99%
of the common stock of Halco. Halco's sole director is Barry S.
Halperin. Halco's executive officers are: Barry S.
Halperin--President, Treasurer, and Executive Vice President;
Maurice A. Halperin--Secretary. Halco's business address is 2500
North Military Trail, Boca Raton, Florida 33431.
In October, 1991, the Securities and Exchange Commission filed
a complaint in the United States District Court for the District of
Columbia alleging certain violations of the federal securities laws
by the Halperin Group in connection with transactions in the common
stock of HMG Courtland Properties, Inc., a real estate investment
trust. Without admitting or denying the complaint's allegations, and
simultaneously with the filing of the complaint, the Halperin Group
consented to the entry of permanent injunctions against future
violations of Section 13(d) of the Securities Exchange Act of 1934
and Rules 12b-20 and 13d-2 promulgated thereunder. Barry S. Halperin
consented to the entry of a permanent injunction against future
violations of Section 16(a) of the Securities and Exchange Act of
1934 and Rule 16a-3 promulgated thereunder. Barry S. Halperin and
Halco consented to entries of orders requiring them to pay civil
monetary fines of $50,000, $50,000, and $100,000 respectively.
Neither Barry S. Halperin, Halco nor the officers or directors
of Halco have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or have been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which any of such persons was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
any violations with respect to such laws.
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<PAGE>
Item 3. Sources and Amount of Funds or Other Consideration.
Item 3 of the Schedule is hereby deleted in its entirety and
the following is substituted in lieu thereof:
The shares acquired by Barry Halperin were transferred from
Halco for no consideration in connection with the liquidation and
dissolution of Halco. Except to the extent described herein, none of
the shares currently owned by Barry S. Halperin are subject to any
liens or encumbrances.
Item 4. Purpose of Transaction.
Item 4 of the Schedule is hereby deleted in its entirety and
the following is substituted in lieu thereof:
The reporting persons originally acquired shares of Empire in
1982. Barry S. Halperin does not have any current intentions with
respect to Empire other than personal investment, in connection with
which Barry S. Halperin may sell or purchase shares of Empire in the
market or otherwise from time to time.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule is hereby deleted in its entirety and
the following is substituted in lieu thereof:
Other than a transfer of shares from Halco to Barry S.
Halperin for no consideration in connection with the liquidation and
dissolution of Halco, there have been no transactions in the Common
Stock by Barry S. Halperin or Halco since the filing of Amendment
No. 26 to this Schedule. The purpose of this Amendment No. 27 to the
Schedule is to disclose that Halco no longer has sole or shared
dispositive or voting rights with respect to the Common Stock now
owned by Barry Halperin and accordingly is no longer the beneficial
owner of any shares of the Company's Common Stock.
Information concerning the Common Stock ownership and
percentage of outstanding shares of the Halperin Group is contained
in the cover pages to this amendment to the Schedule and such
information is incorporated herein by reference. Halco no longer has
any ownership interest in the Company's Common Stock. Barry S.
Halperin's beneficial ownership includes 734,039 shares. Pursuant to
a Voting Agreement between Halco and Steven Geller ("Geller") more
fully described in Amendment No. 25 to the Schedule (the "Voting
Agreement"), Geller is entitled to direct the vote of the 734,039
shares of Common Stock owned by Halco until September 30, 2004 and
during that period also has a right of first refusal for any sales
by Halco in excess of 18,000 shares. In connection with the transfer
of shares from Halco to Barry S. Halperin, Mr. Halperin has agreed
to assume Halco's obligations under the Voting Agreement.
5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of such person's
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement is true, complete, and correct.
Dated: January 11, 1999
HALCO INDUSTRIES, INC.
By /s/ Barry S. Halperin
---------------------
Title President
---------
/s/ Barry S. Halperin
---------------------
Barry S. Halperin
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