[PROSKAUER ROSE GOETZ & MENDELSOHN]
1585 Broadway
New York, New York 10036
(212) 969-3241
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Munsingwear, Inc.
Amemdment No. 3 to Schedule 13D
Dear Commissioners:
We hereby electronically transmit for filing Amendment No. 3 to
Schedule 13D for the above-mentioned company.
Respectfully submitted,
Robert K. Kane
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
August 30, 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)
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
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
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
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 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
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 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)
.31%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 6 of 11
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 11
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 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
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 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 $377,500.06 personal funds*
Peggy J. Amster $198,537.50 personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster $65,812.50 personal funds
Robert M. Boyar $54,599.00 personal funds
Trust for the benefit
of Peggy J. Amster $18,062.50 trust funds
Trust for the benefit
of Linda Preuss $18,062.50 trust funds
Flex Holding Corp. $786,100.00 working capital*
<F*>
____________________
* 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.
</F*>
</TABLE>
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 50,000 (1) 2.47% (1)
Peggy J. Amster 33,500 (2) 1.65% (2)
Peggy J. Amster,
as custodian for
Wendy Amster 8,500 .42%
Robert M. Boyar 6,400 .34%
Trust for the benefit
of Peggy J. Amster 2,500 .12%
Trust for the benefit
of Linda Preuss 2,500 .12%
Flex Holding Corp. 98,500 4.85%
<FN>
<F1>
(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 187,000 shares owned by the
Reporting Persons (other than Robert M. Boyar),
representing 9.23% 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.
</FN>
<FN>
<F2>
(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.
</FN>
(c) The response to Item 5(c) is hereby amended by
adding the following thereto.
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>
<TABLE>
<CAPTION>
Name of Number Price
Reporting of Bought/ Per
Person Date Shares Sold Share
<S> <C> <C> <C> <C>
Arnold M. Amster 06/21/95 1,000 Bought $7.875
07/18/95 200 Bought $8.000
08/08/95 300 Bought $9.000
08/22/95 1,000 Bought $8.875
08/30/95 1,000 Bought $9.250
Peggy J. Amster 07/27/95 1,000 Bought $8.375
08/08/95 400 Bought $9.000
08/30/95 1,000 Bought $9.250
08/30/95 1,500 Bought $9.375
Peggy J. Amster 07/20/95 500 Bought $8.125
Trust
Linda Preuss Trust 07/20/95 500 Bought $8.125
Wendy Amster Trust 06/26/95 1,000 Bought $7.875
07/12/95 500 Bought $8.250
07/13/95 1,000 Bought $8.125
07/18/95 1,000 Bought $8.000
Flex Holding Corp. 06/21/95 1,000 Bought $7.875
07/13/95 1,000 Bought $8.125
1,500 Bought $8.125
07/27/95 2,000 Bought $8.375
08/03/95 1,000 Bought $8.875
08/15/95 1,000 Bought $9.125
08/18/95 1,000 Bought $9.250
08/22/95 1,000 Bought $9.375
08/30/95 3,500 Bought $9.375
400 Bought $9.375
</TABLE>
All of such transactions were effected on the New York Stock
Exchange.
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.
August 31, 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
