[PROSKAUER ROSE GOETZ & MENDELSOHN]
1585 Broadway
New York, New York 10036
(212) 969-3241
September 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Munsingwear, Inc.
Amendment No. 4 to Schedule 13D
Dear Commissioners:
We hereby electronically transmit for filing Amendment No. 4 to
Schedule 13D for the above-mentioned company.
Respectfully submitted,
/s/ Robert K. Kane
Robert K. Kane
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
September 12, 1995
(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 9 pages)
SCHEDULE 13D
CUSIP No. 62632010
Page 2 of 9
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
50,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
187,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
50,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
187,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
187,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.23%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 6232010
Page 3 of 9
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
33,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
33,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
33,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.65%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 4 of 9
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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
8,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
8,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
8,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.42%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 5 of 9
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)
.31%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 6 of 9
1 NAME OF REPORTING PERSONS
Trust for benefit of 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*
OO
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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
2,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.12%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 7 of 9
1 NAME OF REPORTING PERSONS
Trust for benefit of
Linda Preuss
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*
OO
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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
2,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
2,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.12%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 8 of 9
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
98,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
98,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
98,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 4. Purpose of Transaction
This Amendment No. 4 amends and supplements the
statement on Schedule 13D dated March 28, 1995, as amended, filed
by Arnold M. Amster, Peggy J. 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.
The response to Item 4(d) is hereby amended by adding
thereto the following information:
Mr. Arnold Amster recently had a conversation with a
member of the Issuer's Board of Directors and was asked if he was
interested in a seat on the Board of Directors of the Issuer.
Mr. Amster has had subsequent conversations with this Director
concerning Mr. Amster's investment in the Issuer and a seat on
the Board of Directors. Mr. Amster after due consideration of
his investment in the Issuer, made a request to the Issuer's
Chief Executive Officer that he be elected to the Issuer's Board
of Directors. The Issuer has not responded to Mr. Amster's
request.
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.
September 14, 1995 /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
TRUST FOR THE BENEFIT OF
PEGGY J. AMSTER
By /s/ Arnold M. Amster
Arnold M. Amster, Trustee
TRUST FOR THE BENEFIT OF
LINDA PREUSS
By /s/ Arnold M. Amster
Arnold M. Amster, Trustee
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
