UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0145
Washington, D.C. 20549 Expires: December 31, 1997
Estimated average burden
hours per response...14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KENWIN SHOPS, INC.
(Name of Issuer)
COMMON STOCK - $.01 par value
(Title of Class of Securities)
491782-10
(CUSIP Number)
Michael R. Martini, Esq.
Weinstock & O'Malley, P.A., P.O. Box 5419, Clinton, NJ 08809
(908-735-7688)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications)
December 3, 1996
(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 the statement
. (A fee is
not required only if the reporting person: (1) has a previous
statement on file
reporting beneficial ownership of more than 5 percent of the
class securities
described in Item 1; and (2) has field no amendment subsequent
thereto
reporting beneficial ownership of five percent or less of such
class.) (See
Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed
with the Commission. See Rule 13d-1(a) 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 other wise 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).
SCHEDULE 13D
CUSIP No. 491782-10
Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arctic Financial Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
N/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)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey Corporation
7 SOLE VOTING POWER
NUMBER OF 30,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 30,000
WITH
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.38%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13 D
Page 3 of 5
Pages
CUSIP NO. 491782-10
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
statement relates is
Common Stock, $.01 Par Value. The principal executive officers
are:
Richard Moskowitz President
Donald Weiner CEO
Kenneth Sauer Treasurer
The issuer's address is 6200 Memorial Drive, Stone Mountain, Ga.
30083
ITEM 2. IDENTITY AND BACKGROUND
The reporting person is a corporation.
(a) Arctic Financial Corporation
(a New Jersey corporation)
(b) Address of principal business:
P.O. Box 128
Oldwick, NJ 08858
Address of principal office:
P.O. Box 128
Oldwick, NJ 08858
(c) Principal business:
Provider of administrative and
financial services.
(d) and (e) The reporting corporation has not,
during the last five years,
been convicted in a criminal proceeding, nor has the reporting
corporation,
during the last five years, been a party to a civil proceeding of
a judicial or
administrative body of competent jurisdiction which resulted in
the reporting
corporation being 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 finding any violation with respect to
such laws.
Page 4 of 5
Pages
The sole executive officer and sole director of Arctic Financial
Corporation
is:
(a) Raymond T. Povalski
(b) Business address: P.O. Box 128,
Oldwick, NJ 08858
(c) Present principal occupation: Managing operations of
Arctic
Financial Corporation.
(d) and (e) Raymond T. Povalski has not, during the
last five years, been
convicted in a criminal proceeding, nor has he, during the last
five years,
been a party to a civil proceeding of a judicial or
administrative body of
competent jurisdiction which resulted in Mr. Povalski being
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 finding
any violation with respect to such laws.
(f) Mr. Povalski is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable (Reporting sale of securities).
ITEM 4. PURPOSE OF THE TRANSACTION
Not applicable (Reporting sale of securities).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) & (b) The reporting corporation beneficially owns 30,000
shares (5.38% of
the class securities identified in item 1) of $.01 par value
Common Stock of
the issuer and has the sole power to vote and direct disposition
in connection
with those shares.
(c) Transactions in the class of securities reported on that
were effected
during the past sixty days by the reporting corporation are as
follows: On December 3, 1996, the reporting corporation sold
2,600 shares at a price of $ 2.88.
(d) & (e) Not applicable.
Page 5 of 5
Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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.
Dated: December 10, 1996
Signature
Raymond T. Povalski
