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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EMPIRE OF CAROLINA, INC.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
292007101
(CUSIP Number)
Morris C. Brown, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7928
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 12, 2000
(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 ss.ss.240.13-d-1(e), 240.13d-1(f) or 24013.d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 (the "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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (03-00)
<PAGE>
Schedule 13D/A Page 2 of 5
CUSIP NO: 292007101
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles Holmes
----------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
----------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions) PF
----------------------------------------------------------------------------------------------------------------------
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 Citizen
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7 SOLE VOTING POWER
NUMBER OF 5,509,008
SHARES -------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,509,008
WITH -------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,509,008
----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions) IN
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (03-00)
<PAGE>
Schedule 13D/A Page 3 of 5
CUSIP NO: 292007101
This Amendment No. 4 amends the statement on Schedule 13D filed July, 2
1997 by Charles S. Holmes, as amended by Amendment No. 1 filed on October 30,
1997, Amendment No. 2 filed on January 9, 1998 and Amendment No. 3 filed on
February 18, 1998. The purpose of this Amendment is to report Mr. Holmes'
acquisition in two private transactions of an aggregate of 1,204,600 shares in
which he previously held indirect beneficial ownership.
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.10 per share par value
1(b) Empire of Carolina, Inc., 4731 West Atlantic Boulevard
Suite B1, Delray Beach, Fl 33445
ITEM 2: IDENTITY AND BACKGROUND:
2(a)-(c) Charles Holmes is a member of Issuer's Board of Directors.
Mr. Holmes' address is c/o Asset Management Associates of
New York, Inc., P.O. Box 250, Rutherford, New Jersey 07070.
2(d)-(e) None
2(f) United States Citizen
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting Person acquired the common stock in private and open
market purchases through use of personal funds.
ITEM 4: PURPOSE OF TRANSACTION
Reporting Person acquired the shares as part of his personal
investment plan. He has not plans, at the present time, to acquire additional
shares of the Issuer's securities.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) According to Issuer's most recent 10-Q, it had 21,577,839 shares
of Common Stock outstanding as of June 30, 2000. As of October 31, 2000,
Reporting Person directly owned 1,575,256 shares of unregistered common stock of
Issuer in addition to 3,933,752 shares of common stock issuable upon the
conversion of 145,000 shares of Series A Preferred Stock and 2,773,752 warrants
owned directly by him. As of October 31, 2000, Reporting Person owned, directly
and indirectly, 21.6% of Issuer's outstanding common stock.
5(b) Reporting Person has sole voting and dispositive power of
1,575,256 shares directly owned by him in additional to 3,933,752 shares of
common stock issuable upon the conversion of 145,000 shares of Series A
Preferred Stock and 2,773,752 warrants owned directly by him.
<PAGE>
Schedule 13D/A Page 4 of 5
CUSIP NO: 292007101
5(c) During October 2000, Reporting Person acquired direct ownership in
private transactions of 1,204,600 shares of Issuer's common stock. Of these
1,204,600 shares, 175,000 were purchased from a custodial account for the
benefit of Carrie Catherine Holmes and 1,029,600 were purchased from Diane
Holmes. The dates and purchase prices of Reporting Person's acquisitions during
October 2000 were as follows:
<TABLE>
<CAPTION>
--------------------------------- --------------------- --------------------- ---------------------------
Date of Purchase No. of Shares Price Per Share Aggregate Price
--------------------------------- --------------------- --------------------- ---------------------------
<S> <C> <C> <C> <C>
10/12/00 175,000 $.05 $8,750.00
10/12/00 1,029,600 $.05 51,480.00
TOTALS:
</TABLE>
Reporting Person has previously included the purchased shares in his required
reports filed with the Commission as shares in which he had indirect beneficial
ownership. No change in the total number of shares has occurred, only in the
nature of ownership.
Other than these acquisitions, no other transactions concerning
Issuer's securities have been effected by Reporting Person within the last 60
days.
5(d) No person other than Reporting Person is entitled to receive or
direct the receipt of dividends from the 1,575,256 shares which he owns directly
or the 3,933,752 shares of common stock issuable upon the conversion of 145,000
shares of Series A Preferred Stock and 2,773,752 warrants owned directly by him.
5(e) Not applicable.
<PAGE>
Page 5 of 5
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 10, 2000
----------------------------------------
(Date)
/s/ Charles Holmes
----------------------------------------
(Signature)
Charles Holmes, Reporting Person
----------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name an any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
