UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Munsingwear, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
62632010
(CUSIP Number)
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
(212) 644-4500
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 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 the
statement: X<PAGE>
CUSIP No. 62632010
1) Name of Reporting Person Arnold M. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds 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
7) Sole Voting 41,100 shares
Power
Number of Shares 8) Shared Voting 89,400 shares
Power
9) Sole Dis- 41,100 shares
positive Power
10) Shared Dis- 89,400 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 130,500 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 6.4%
14) Type of Reporting Person IN
CUSIP No. 62632010
1) Name of Reporting Person Peggy J. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds 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
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 15,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 15,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 15,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .7%
14) Type of Reporting Person IN
CUSIP No. 62632010
1) Name of Reporting Person Peggy J. Amster,
as custodian for
Wendy Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds 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
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 5,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 5,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 5,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .2%
14) Type of Reporting Person IN
CUSIP No. 62632010
1) Name of Reporting Person Robert M. Boyar
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds 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
7) Sole Voting 6,400 shares
Power
Number of Shares 8) Shared Voting -0-
Power
9) Sole Dis- 6,400 shares
positive Power
10) Shared Dis- -0-
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 6,400 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .3%
14) Type of Reporting Person IN
CUSIP No. 62632010
1) Name of Reporting Person Trust for benefit of
Peggy J. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds OO
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 -0-
Power
Number of Shares 8) Shared Voting 2,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 2,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 2,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .1%
14) Type of Reporting Person OO
CUSIP No. 62632010
1) Name of Reporting Person Trust for benefit of
Linda Preuss
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds OO
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 -0-
Power
Number of Shares 8) Shared Voting 2,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 2,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 2,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .1%
14) Type of Reporting Person OO
CUSIP No. 19104E104
1) Name of Reporting Person Flex Holding Corp.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization Delaware
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 70,400 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 70,400 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 70,400 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 3.5%
14) Type of Reporting Person CO
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Munsingwear Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are
located at 800 West 78th Street, Suite 400, Minneapolis,
Minnesota 55439.
Item 2. Identity and Background.
This Statement is being filed by: Arnold M. Amster;
Peggy J. Amster; Peggy J. Amster, as custodian for Wendy Amster;
Robert M. Boyar; Trust for the benefit of Peggy J. Amster; Trust
for the benefit of Linda Preuss; and Flex Holding Corp.
(collectively, the "Reporting Persons"). Arnold M. Amster has
been Senior Managing Partner of Amster & Co., an investment
limited partnership, and Chairman of the Board of Flex Holding
Corp., a private investment company, since prior to 1990.
Peggy J. Amster has been a housewife since prior to 1990.
Robert M. Boyar has been a partner of Boyar, Higgins & Suozzo, a
law firm, since prior to 1990. Flex Holding Corp. is a Delaware
corporation which is a private investment company. Schedule A
annexed hereto and incorporated herein by reference sets forth
the addresses of the Reporting Persons, and Schedule B annexed
hereto and incorporated herein by reference sets forth the
information required by Item 2 of Schedule 13D with respect to
the executive officers and directors of Flex Holding Corp.
None of the Reporting Person has, during the last five
years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). None of the
Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 finding any violations with
respect to such laws.
Information with respect to each of the Reporting
Persons is given solely by such Reporting Person and no Reporting
Person has responsibility for the accuracy or completeness of
information supplied by another Reporting Person.
The filing of this Schedule 13D (including all
amendments thereto) does not constitute an admission by any of
the persons making this filing that such persons are a "group"
for purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934 (the "Act").
Item 3. Source and Amount of Funds.
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 $305,037 personal funds*
Peggy J. Amster $75,675 personal funds* Peggy J. Amster,
as custodian for
Wendy Amster<PAGE>
$37,062
personal funds
Robert M. Boyar
$50,599 personal funds Trust for the benefit
of Peggy J. Amster<PAGE>
$14,000<PAGE>
trust funds
Trust for the benefit
of Linda Preuss
$14,000
trust funds
Flex Holding Corp.$556,350
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 4. Purpose of Transaction.
Each of the Reporting Persons purchased the shares of
Common Stock owned by such Reporting Person for the purpose of
making an investment in the Issuer and not with the present
intention of acquiring control of the Company's business.
Certain of the Reporting Persons have had telephone conversations
with the Issuer, but they do not believe that they received any
material information during these conversations which had not
been publicly disseminated by the Issuer.
Each of the Reporting Persons intends to review his
respective investment in the Issuer and may, depending in part
upon the Issuer's course of action, seek to increase, decrease,
or dispose of his investment in the Issuer.
Other than as described herein, none of the Reporting
Persons or, to the best knowledge of Flex Holding Corp., any of
its directors or executive officers, has any present plans or
proposals which relate to or would result in (a) the acquisition
by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary
corporate transaction, such as a merger, reorganization, or
liquidation involving the Issuer, (c) a sale or transfer of a
material amount of the assets of the Issuer, (d) any change in
the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Issuer's board
of directors, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f) any other
material change in the Issuer's business or corporate structure,
(g) changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (h) causing a
class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act, or (j) any action similar to any
of those enumerated above. Item 4 disclosure provisions
regarding any plans or proposals to make any changes in a
company's investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940 are
inapplicable.
Notwithstanding anything contained herein, each of the
Reporting Persons reserves the right, depending on other relevant
factors, to purchase additional shares of Common Stock or to
dispose of all or a portion of his holdings of Common Stock, or
to change his intention with respect to any and all of the
matters referred to in this item 4.
Item 5. Interest in Securities of the Issuer.
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
Reporting
Person
<PAGE>
Date Number
of
Shares <PAGE>
Bought/
Sold <PAGE>
Price
per
Share
<PAGE>
Arnold M.
Amster<PAGE>
03/28/95
03/30/95
03/31/95
04/03/95<PAGE>
2,000
1,500
2,200
2,500<PAGE>
Bought
Bought
Bought
Bought<PAGE>
$8.375
$8.25
$8.375
$8.25 <PAGE>
Peggy J.
Amster<PAGE>
02/06/95
02/15/95
02/17/95
03/28/95
03/28/95<PAGE>
300
500
400
800
2,000<PAGE>
Bought
Bought
Bought
Bought
Bought<PAGE>
$7.625
$7.50
$7.375
$8.25
$8.375<PAGE>
Peggy J.
Amster, as
custodian for
Wendy Amster<PAGE>
03/28/95
03/28/95<PAGE>
1,500
1,000<PAGE>
Bought
Bought<PAGE>
$8.25
$8.375<PAGE>
Robert M.
Boyar<PAGE>
02/14/95
03/10/95
04/03/95<PAGE>
500
500
1,000<PAGE>
Bought
Bought
Bought<PAGE>
$7.75
$7.25
$8.25 <PAGE>
Flex Holding
Corp.<PAGE>
03/02/95
03/28/95
03/28/95
03/28/95
03/29/95
03/29/95
03/29/95
03/30/95
03/30/95<PAGE>
900
300
1,000
1,000
500
6,800
8,000
1,600
2,500<PAGE>
Bought
Bought
Bought
Bought
Bought
Bought
Bought
Bought
Bought<PAGE>
$7.50
$8.125
$8.25
$8.375
$8.25
$8.375
$8.50
$8.375
$8.25
All of such transactions were effected on the New York Stock
Exchange.
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<PAGE>
Number of Shares Percentage Arnold M. Amster 41,100
(1)<PAGE>
2.0 per cent
(1) <PAGE>
Peggy J. Amster 15,000 (2) .7 per cent
(2)<PAGE>
Peggy J. Amster,
as custodian for
Wendy Amster<PAGE>
5,000<PAGE>
.2%<PAGE>
<PAGE>
<PAGE>
Robert M. Boyar 6,400 .3 per cent Trust for the benefit
of Peggy J. Amster<PAGE>
2,000<PAGE>
.1 per cent<PAGE>
<PAGE>
Trust for the benefit
of Linda Preuss<PAGE>
2,000<PAGE>
.1 per cent<PAGE>
<PAGE>
<PAGE>
Flex Holding Corp. 70,400 3.5 per cent
(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; Trust for the benefit of Peggy J. Amster; Trust for
the benefit of Linda Preuss; and Flex Holding Corp.
Accordingly, Arnold M. Amster may be deemed to be the
beneficial owner of all of the 130,500 shares owned by the
Reporting Persons (other than Robert M. Boyar), representing
6.4% 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.
(2) Includes shares of Common Stock owned by Peggy J. Amster, as
custodian for Wendy Amster, as to which shares Peggy J.
Amster disclaims beneficial ownership.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer.
Except as described herein, none of the Reporting
Persons has any contracts, arrangements, understandings, or
relationships (legal or otherwise) with respect to any securities
of the Issuer, including, but not limited to any agreements
concerning (i) transfer or voting of any securities of the
Company, (ii) finder's fees, (iii) joint ventures, (iv) loan or
option arrangements, (v) puts or calls, (vi) guarantees of
profits, (vii) division of profits or loss, or (viii) the giving
or withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person or entity
whose signature appears below constitutes and appoints Arnold M.
Amster his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all amendments
to this Statement on Schedule 13D and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-
in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, his substitute or substitutes may lawfully do or cause to be
done by virtue thereof.
After reasonable inquiry and to the best knowledge and
belief of each person or entity set forth below, each such person or
entity certifies that the information set forth in this Statement is
true, complete, and correct.
<PAGE>
April 5, 1995 /s/ Arnold M. Amster
Arnold M. Amster<PAGE>
April 5, 1995 /s/ Peggy J. Amster
Peggy J. Amster<PAGE>
April 5, 1995 /s/ Peggy J. Amster
Peggy J. Amster, as custodian for
Wendy Amster<PAGE>
April 5, 1995
<PAGE>
/s/ Robert M. Boyar
Robert M. Boyar<PAGE>
April 5, 1995 TRUST FOR BENEFIT OF PEGGY J. AMSTER<PAGE>
<PAGE>
By /s/ Arnold M. Amster
Arnold M. Amster, Trustee<PAGE>
April 5, 1995
<PAGE>
TRUST FOR BENEFIT OF LINDA PREUSS By /s/ Arnold M. Amster
Arnold M. Amster, Trustee<PAGE>
April 5, 1995 FLEX HOLDING CORP. <PAGE>
By /s/ Arnold M. Amster
Arnold M. Amster,
Chairman of the Board<PAGE>
Schedule A
Addresses of Reporting Persons
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster,
custodian for
Wendy Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Peggy Amster Trust
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Linda Preuss Trust
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Flex Holding Corp.
767 Fifth Avenue
New York, New York 10153
Robert M. Boyar
c/o Boyar Higgins & Suozzo
10 Park Place
Morristown, New Jersey 07960
<PAGE>
Schedule B
Directors and Executive Officers of Flex Holding Corp.
Arnold M. Amster is the Chairman of the Board,
President, and the owner of a majority of the voting stock of
Flex Holding Corp. Mr. Amster is also Senior Managing Partner of
Amster & Co., an investment limited partnership. Mr. Amster is a
citizen of the United States, and his address is 767 Fifth
Avenue, New York, New York 10153.
Robert M. Boyar is a director of Flex Holding Corp.
Mr. Boyar is also a partner of Boyar, Higgins & Suozzo, a law
firm. Mr. Boyar is a citizen of the United States, and his
address is 10 Park Place, Morristown, New Jersey 07960.
Arnold J. Jacobs is a director of Flex Holding Corp.
Mr. Jacobs is also a partner of Proskauer Rose Goetz & Mendelsohn
LLP, a law firm. Mr. Jacobs is a citizen of the United States,
and his address is 1585 Broadway, New York, New York 10036.
David Rothberg is Executive Vice President of Flex
Holding Corp. Mr. Rothberg is a citizen of the United States,
and his address is 767 Fifth Avenue, New York, New York 10153.
<PAGE>
Exhibit 1
Joint Filing Agreement
Each of the undersigned hereby agrees that the Schedule 13D,
to which this Agreement is attached as Exhibit 1, and all
amendments thereto may be filed on behalf of each such person.
Dated: April 5, 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 BENEFIT OF
PEGGY J. AMSTER
By /s/ Arnold M. Amster
Arnold M. Amster, Trustee
TRUST FOR 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
