UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
PremiumWear, Inc.
(formerly known as 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)
February 5, 1997
(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>
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
26,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
146,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 26,000
10 SHARED DISPOSITIVE POWER
146,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
146,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.07%
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
SHARES
BENEFICIALLY 7,800
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
7,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
7,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.38%
14 TYPE OF REPORTING PERSON*
IN
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
SHARES 0
BENEFICIALLY
8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0%
14 TYPE OF REPORTING PERSON*
IN
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)
.33%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 62632010
Page 6 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
112,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
112,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
112,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON*
CO
Page 7 of 11
This Amendment No. 6 amends and supplements the
statement of Schedule 13D dated
March 28, 1995, as amended, filed by Arnold M. Amster, Peggy J.
Amster, custodian for Wendy
Amster, Peggy Amster Trust, Linda Preuss Trust, Flex Holding
Corp., and Robert M. Boyar relating
to the shares of Common Stock of the Issuer. Any terms not
defined herein shall have the meaning
ascribed to them in the statement on Schedule 13D dated March 28,
1995.
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:
Name Amount Source of Funds
Arnold M. Amster $331,441.06 personal funds*
Peggy J. Amster $23,014.00 personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster $0 personal funds
Robert M. Boyar $54,599.00 personal funds
Flex Holding Corp. $826,587.50 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 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:
Name Number of Shares Percentage
Arnold M. Amster 26,000(1) 7.07%(1)
Peggy J. Amster 7,800 .38%
Peggy J. Amster,
as custodian for
Wendy Amster 0 0%
Robert M. Boyar 6,900 .33%
Flex Holding Corp. 112,300 5.04%
(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;
and Flex Holding Corp. Accordingly,
Arnold M. Amster may be deemed to be the beneficial owner of all
of the 146,900 shares owned by the Reporting Persons (other than
Robert M. Boyar), representing 5.04% 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.
Page 9 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:
Name of Number Price
Reporting of Bought/ per
Person Date Shares Sold Share
Arnold M. Amster 10/28/96 1,000 Sold $9.83
10/31/96 1,000 Sold $9.38
10/31/96 9,200 Sold $9.38
11/14/96 800 Sold $9.00
11/19/96 1,000 Sold $9.00
11/20/96 500 Sold $9.13
11/26/96 800 Sold $9.13
12/13/96 1,000 Buy $9.00
12/30/96 2,000 Buy $9.13
12/30/96 900 Buy $9.25
1/7/97 1,000 Buy $9.13
1/21/97 1,800 Buy $9.13
2/3/97 1,400 Buy $9.00
2/3/97 1,000 Buy $9.13
2/4/97 600 Buy $9.25
Peggy J. Amster 10/25/96 1,000 Sold $9.75
10/25/96 2,000 Sold $9.63
10/29/96 1,200 Sold $9.50
11/12/96 2,000 Sold $9.00
11/18/96 800 Sold $9.00
12/10/96 1,000 Buy $9.00
1/13/97 1,000 Buy $9.00
Peggy J. Amster, as
custodian for
Wandy Amster 11/18/96 300 Sold $8.88
11/19/96 100 Sold $8.88
11/22/96 100 Sold $9.00
11/25/96 1,000 Sold $9.00
11/26/96 2,100 Sold $8.88
12/04/96 1,000 Sold $8.50
12/10/96 600 Buy $9.00
1/13/97 1,000 Buy $9.00
1/14/97 500 Buy $9.13
1/16/97 300 Buy $9.13
1/21/97 1,100 Buy $9.13
1/21/97 1,100 Buy $9.13
2/4/97 500 Buy $9.35
2/4/97 3,500 Buy $9.13
2/4/97 1,700 Buy $9.13
<PAGE>
Name of Number Price
Reporting of Bought/ per
Person Date Shares Sold Share
Flex Holding Corp. 10/31/96 9,200 Buy $9.38
12/03/96 2,000 Buy $8.60
<PAGE>
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.
February 5, 1997 /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
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
