<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
June 19, 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 46,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 161,700
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 46,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 161,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT
PERSON 161,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.98%
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 Intentionally
PERSONS 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 26,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 26,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
26,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.29%
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
S.S. or I.R.S. IDENTIFICATION NO. OF custodian for Wendy
ABOVE PERSONS Amster
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
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 Intentionally
PERSONS 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
S.S. or I.R.S. IDENTIFICATION OF Peggy J. Amster
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 Intentionally Omitted
PERSONS
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 Intentionally Omitted
PERSONS
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 85,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 85,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
85,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
14 TYPE OF REPORTING PERSON* CO
</TABLE>
<PAGE> 9
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 $349,525.06 personal funds*
Peggy J. Amster $164,135.00 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. $672,230.00 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 46,500 (1) 2.29% (1)
Peggy J. Amster 26,100 (2) 1.29% (2)
Peggy J. Amster,
as custodian for
Wendy Amster 5,000 .2%
Robert M. Boyar<PAGE>
6,400 .3%
Trust for the benefit
of Peggy J. Amster 2,000 .1%
Trust for the benefit
of Linda Preuss 2,000 .1%
Flex Holding Corp. 85,100 4.2%
</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 161,700 shares owned by the Reporting Persons (other than
Robert M. Boyar), representing 7.98% 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
(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>
<CAPTION>
Name of
Reporting
Person Date Number of Shares Bought/Sold Price per Share
<S> <C> <C>
Arnold M. Amster 05/24/95 600 Bought $7.75
05/26/95 1,000 Bought $7.875
05/26/95 100 Bought $7.75
05/30/95 900 Bought $7.75
06/01/95 1,000 Bought $7.75
Peggy J. Amster 05/24/95 200 Bought $7.75
05/30/95 600 Bought $7.75
05/31/95 2,500 Bought $8.00
06/02/95 1,000 Bought $8,00
06/06/95 700 Bought $7.875
06/07/95 1,300 Bought $7.875
06/12/95 500 Bought $7.75
06/19/95 1,000 Bought $8.00
06/19/95 2,500 Bought $8.00
Flex Holding Corp.05/23/95 5,000 Bought $7.50
05/24/95 300 Bought $7.75
05/24/95 2,800 Bought $7.625
05/25/95 1,000 Bought $7.75
06/12/95 400 Bought $7.75
06/15/95 200 Bought $8.00
06/19/95 500 Bought $7.875
06/19/95 1,000 Bought $8.00
06/19/95 1,000 Bought $8.00
</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.
<TABLE>
<S> <C>
June 19, 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>
