<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
MAY 18, 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 11 pages)
<PAGE> 2
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 2 OF 11
<S> <C>
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 42,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 92,800
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 42,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 92,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
135,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14 TYPE OF REPORTING PERSON* IN
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 6232010 PAGE 3 OF 11
<S> <C>
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 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 15,900
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 15,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
15,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .78%
14 TYPE OF REPORTING PERSON* IN
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 4 OF 11
<S> <C>
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 5,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 5,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON 5,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .24%
14 TYPE OF REPORTING PERSON* IN
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 5 OF 11
<S> <C>
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 6,400
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 6,400
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
6,400
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
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 6 OF 11
<S> <C>
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 2,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .09%
14 TYPE OF REPORTING PERSON* OO
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 7 OF 11
<S> <C>
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 2,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 2,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .09%
14 TYPE OF REPORTING PERSON* OO
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 62632010 PAGE 8 OF 11
<S> <C>
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 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 72,900
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 72,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
72,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.59%
14 TYPE OF REPORTING PERSON* CO
</TABLE>
<PAGE> 9
PAGE 9 OF 11
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:
<TABLE>
<CAPTION>
Name Amount Source of Funds
---- ------ ---------------
<S> <C> <C>
Arnold M. Amster $321,320.06 personal funds*
Peggy J. Amster $82,745.00 personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster $37,812.50 personal funds
Robert M. Boyar $50,599.00 personal funds
Trust for the benefit
of Peggy J. Amster $14,100.00 trust funds
Trust for the benefit
of Linda Preuss $14,100.00 trust funds
Flex Holding Corp. $578,057.50 working capital*
</TABLE>
-----------------
* 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:
<TABLE>
<CAPTION>
Name Number of Shares Percentage
---- ---------------- ----------
<S> <C> <C>
Arnold M. Amster 42,900 (1) 2.1% (1)
Peggy J. Amster 15,900 (2) .7% (2)
Peggy J. Amster,
as custodian for
Wendy Amster 5,000 .2%
Robert M. Boyar 6,400 .3%
</TABLE>
<PAGE> 10
PAGE 10 OF 11
<TABLE>
<CAPTION>
Name Number of Shares Percentage
---- ---------------- ----------
<S> <C> <C>
Trust for the benefit
of Peggy J. Amster 2,000 .1%
Trust for the benefit
of Linda Preuss 2,000 .1%
Flex Holding Corp. 72,900 3.6%
</TABLE>
-----------------
(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 135,700 shares owned by the Reporting Persons (other than
Robert M. Boyar), representing 6.7% 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.
<PAGE> 11
PAGE 11 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:
<TABLE>
<CAPTION>
Name of Number Price
Reporting of Bought/ per
Person Date Shares Sold Share
--------- ---- ------ ------- -----
<S> <C> <C> <C> <C>
Arnold M. Amster 03/28/95 2,000 Bought $8.375
03/30/95 1,500 Bought $8.25
03/31/95 3,100 Bought $8.375
04/03/95 2,500 Bought $8.25
05/18/95 300 Bought $7.125
05/19/95 500 Bought $7.250
Peggy J. Amster 02/06/95 300 Bought $7.625
02/15/95 500 Bought $7.50
02/17/95 400 Bought $7.375
03/28/95 800 Bought $8.25
03/28/95 2,000 Bought $8.375
05/17/95 900 Bought $7.25
Peggy J. Amster,
as custodian for
Wendy Amster 03/28/95 1,500 Bought $8.25
03/28/95 1,000 Bought $8.375
Robert M. Boyar 02/14/95 500 Bought $7.75
03/10/95 500 Bought $7.25
04/03/95 1,000 Bought $8.25
Flex Holding Corp. 03/02/95 900 Bought $7.50
03/28/95 300 Bought $8.125
03/28/95 1,000 Bought $8.25
03/28/95 1,000 Bought $8.375
03/29/95 500 Bought $8.25
03/29/95 6,800 Bought $8.375
03/29/95 8,000 Bought $8.50
03/30/95 1,600 Bought $8.375
03/30/95 2,500 Bought $8.25
04/20/95 500 Bought $7.125
04/24/95 2,000 Bought $7.25
</TABLE>
All of such transactions were effected on the New York Stock Exchange.
<PAGE> 12
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.
<TABLE>
<S> <C>
May 23, 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
</TABLE>
