-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AA/SrXRSAI0EywzOGtffVYIk8tY0OXifsTY2kf5uceDsJ4Ky7nLSe5cxzo2zQpE4 2/ujUT7o3NaoMvFOIfP5JA== 0000897446-97-000068.txt : 19970225 0000897446-97-000068.hdr.sgml : 19970225 ACCESSION NUMBER: 0000897446-97-000068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970205 SROS: AMEX GROUP MEMBERS: ARNOLD M. AMSTER GROUP MEMBERS: FLEX HOLDING CORP GROUP MEMBERS: PEGGY J. AMSTER GROUP MEMBERS: PEGGY J. AMSTER, AS CUSTODIAN FOR WENDY AMSTER GROUP MEMBERS: ROBERT M. BOYAR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIUMWEAR INC CENTRAL INDEX KEY: 0000069067 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 410429620 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20258 FILM NUMBER: 97518750 BUSINESS ADDRESS: STREET 1: 8000 W 78TH ST STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129435000 MAIL ADDRESS: STREET 1: 8000 W 78TH ST STE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FORMER COMPANY: FORMER CONFORMED NAME: MUNSINGWEAR INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLEX HOLDING CORP CENTRAL INDEX KEY: 0000772065 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133256964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2126444500 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) PremiumWear, Inc. (formerly known as Munsingwear, Inc.) (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 62632010 (CUSIP Number) Arnold M. Amster 767 Fifth Avenue New York, New York 10153 (212) 664-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 1997 (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 __. Check the following box if a fee is being paid with this statement __. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) (continued on the following pages) (Page 1 of 11 pages) SCHEDULE 13D CUSIP No. 62632010 Page 2 of 11 1 NAME OF REPORTING PERSONS Arnold M. Amster S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Intentionally Omitted 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 26,000 SHARES BENEFICIALLY 8 SHARED VOTING POWER 146,500 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 26,000 10 SHARED DISPOSITIVE POWER 146,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 146,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.07% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 6232010 Page 3 of 11 1 NAME OF REPORTING PERSONS Peggy J. Amster S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Intentionally Omitted 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 7,800 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER 7,800 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 7,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .38% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 62632010 Page 4 of 11 1 NAME OF REPORTING PERSONS Peggy J. Amster, as custodian for Wendy Amster S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Intentionally Omitted 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .0% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 62632010 Page 5 of 11 1 NAME OF REPORTING PERSONS Robert M. Boyar S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Intentionally Omitted 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 6,900 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 6,900 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 6,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .33% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 62632010 Page 6 of 11 1 NAME OF REPORTING PERSONS Flex Holding Corp. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Intentionally Omitted 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 112,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 112,300 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 112,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.40% 14 TYPE OF REPORTING PERSON* CO Page 7 of 11 This Amendment No. 6 amends and supplements the statement of Schedule 13D dated March 28, 1995, as amended, filed by Arnold M. Amster, Peggy J. Amster, custodian for Wendy Amster, Peggy Amster Trust, Linda Preuss Trust, Flex Holding Corp., and Robert M. Boyar relating to the shares of Common Stock of the Issuer. Any terms not defined herein shall have the meaning ascribed to them in the statement on Schedule 13D dated March 28, 1995. Item 3. Source and Amount of Funds or Other Consideration The response to Item 3 is hereby amended by deleting the entire text thereof and inserting the following in lieu thereof. The source and amount of funds (excluding commissions) used by each of the Reporting Persons to acquire the shares of the Common Stock reported in Item 5 below was as follows: Name Amount Source of Funds Arnold M. Amster $331,441.06 personal funds* Peggy J. Amster $23,014.00 personal funds* Peggy J. Amster, as custodian for Wendy Amster $0 personal funds Robert M. Boyar $54,599.00 personal funds Flex Holding Corp. $826,587.50 working capital* * The shares of Common Stock owned by Arnold M. Amster, Peggy J. Amster, and Flex Holding Corp. were purchased in their respective brokerage margin accounts on customary margin terms. Item 5. Interest in Securities of the Issuer (a) The response to Item 5(a) is hereby amended by deleting the entire text thereof and inserting the following in lieu thereof. The ownership by the Reporting Persons of shares of Common Stock and the percentage of the outstanding shares of Common Stock represented thereby is as follows: Name Number of Shares Percentage Arnold M. Amster 26,000(1) 7.07%(1) Peggy J. Amster 7,800 .38% Peggy J. Amster, as custodian for Wendy Amster 0 0% Robert M. Boyar 6,900 .33% Flex Holding Corp. 112,300 5.04% (1) Excludes shares of Common Stock owned by the other Reporting Persons. Arnold M. Amster shares voting and dispositive power with respect to the shares of Common Stock owned by: Peggy J. Amster; Peggy J. Amster, as custodian for Wendy Amster; and Flex Holding Corp. Accordingly, Arnold M. Amster may be deemed to be the beneficial owner of all of the 146,900 shares owned by the Reporting Persons (other than Robert M. Boyar), representing 5.04% of the outstanding shares of Common Stock. Arnold M. Amster disclaims beneficial ownership of any of the shares of Common Stock owned by the other Reporting Persons. Page 9 of 11 (c) The response to Item 5(c) is hereby amended by deleting the entire text thereof and inserting the following in lieu thereof. Set forth below is certain information concerning all transactions in the Common Stock in which the Reporting Persons have engaged during the past 60 days: Name of Number Price Reporting of Bought/ per Person Date Shares Sold Share Arnold M. Amster 10/28/96 1,000 Sold $9.83 10/31/96 1,000 Sold $9.38 10/31/96 9,200 Sold $9.38 11/14/96 800 Sold $9.00 11/19/96 1,000 Sold $9.00 11/20/96 500 Sold $9.13 11/26/96 800 Sold $9.13 12/13/96 1,000 Buy $9.00 12/30/96 2,000 Buy $9.13 12/30/96 900 Buy $9.25 1/7/97 1,000 Buy $9.13 1/21/97 1,800 Buy $9.13 2/3/97 1,400 Buy $9.00 2/3/97 1,000 Buy $9.13 2/4/97 600 Buy $9.25 Peggy J. Amster 10/25/96 1,000 Sold $9.75 10/25/96 2,000 Sold $9.63 10/29/96 1,200 Sold $9.50 11/12/96 2,000 Sold $9.00 11/18/96 800 Sold $9.00 12/10/96 1,000 Buy $9.00 1/13/97 1,000 Buy $9.00 Peggy J. Amster, as custodian for Wandy Amster 11/18/96 300 Sold $8.88 11/19/96 100 Sold $8.88 11/22/96 100 Sold $9.00 11/25/96 1,000 Sold $9.00 11/26/96 2,100 Sold $8.88 12/04/96 1,000 Sold $8.50 12/10/96 600 Buy $9.00 1/13/97 1,000 Buy $9.00 1/14/97 500 Buy $9.13 1/16/97 300 Buy $9.13 1/21/97 1,100 Buy $9.13 1/21/97 1,100 Buy $9.13 2/4/97 500 Buy $9.35 2/4/97 3,500 Buy $9.13 2/4/97 1,700 Buy $9.13 Name of Number Price Reporting of Bought/ per Person Date Shares Sold Share Flex Holding Corp. 10/31/96 9,200 Buy $9.38 12/03/96 2,000 Buy $8.60 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. February 5, 1997 /s/ Arnold M. Amster Arnold M. Amster /s/ Peggy J. Amster* Peggy J. Amster /s/ Peggy J. Amster* Peggy J. Amster, as custodian for Wendy Amster /s/ Robert M. Boyar* Robert M. Boyar FLEX HOLDING CORP. By /s/ Arnold M. Amster Arnold M. Amster, Chairman of the Board * By Arnold M. Amster Attorney-in-fact /s/ Arnold M. Amster Arnold M. Amster -----END PRIVACY-ENHANCED MESSAGE-----