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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
Munsingwear, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
626320204
(CUSIP Number)
William J. Morgan
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, Ohio 45202
(513) 985-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 1996
(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 [ ] .
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[ ][ ] CUSIP NO. 62632024
13D
Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Inapplicable - Investment Advisor
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
7 SOLE VOTING POWER
NUMBER OF 250,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-0-
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH
250,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.10%
14 TYPE OF REPORTING PERSON*
IA,CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to Schedule 13D is filed on
behalf of Pacholder Associations, Inc. ("PAI") to amend and
update its Schedule 13D dated January 8, 1996 relative to the
Common Stock, $0.01 par value of Munsingwear, Inc. (the
"Company"). Items not included in this Amendment are either not
amended or not applicable.
Item 4. Purpose of Transaction
Since April 1, 1994, PAI has acted as financial
advisor to the PBGC in the voting, acquisition or sale of
securities of the Company. The PBGC obtained 250,000 shares of
the Company in exchange for pre-petition claims held by the PBGC
in the Company, pursuant to the Plan of Reorganization filed by
the Company and approved by the Bankruptcy Court in September,
1991.
As financial advisor to the PBGC, PAI is considering
various methods by which the value of the shares it manages could
be enhanced. PAI will meet with management of the Company or
other significant shareholders concerning such matters. Any
determination by PAI to take any of the actions listed in sub (a)
- - (j) below will be based on various factors, including but not
limited to, the Company's financial condition, business and
prospects, other developments concerning the Company, price
levels of the Company's common stock, other opportunities
available to the PBGC, general economic, monetary and stock
market conditions, and other applicable business and legal
considerations.
William J. Morgan, the President and a Director of
PAI was elected to the Company's Board of Directors on February
23, 1996.
Except as set forth above, PAI has no plans or
proposals which relate to or would result in any of the
following:
(a) The acquisition of securities or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition or control of the issuer by any person;
(h) Causing a class of securities 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 Company
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.
After reasonable inquiry and to the best knowledge
and belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: March 28, 1996 PACHOLDER ASSOCIATES, INC.
By:/s/ William J. Morgan
______________________________
William J. Morgan
Its: President
