SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
PremiumWear, Inc.
- ----------------------------------
(NAME OF ISSUER)
Common Stock, $0.01 Par Value
- ----------------------------------
(TITLE OF CLASS OF SECURITIES)
626320204
- ----------------------------------
(CUSIP NUMBER)
Thomas M. Barnhart, II
Pacholder Associates, Inc.
8044 Montgomery Road, Suite 382
Cincinnati, OH 45236
(513) 985-3200
- ----------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 30, 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 [ X ] .
Check the following box if a fee is being paid with this statement [ ] .
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc. 31-1089398
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
250,000
8. SHARED VOTING POWER
- 0 -
9. SOLE DISPOSITIVE POWER
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
This Amendment No. 3 to Schedule 13-D is filed by Pacholder Associates, Inc.
("PAI") to amend and update its Schedule 13-D dated January 10, 1996 (as
amended March 28,l996 and September 27, 1996) relative to the Common Stock
$0.01 par value of PremiumWear, Inc. (fka Munsingwear, Inc.). 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 resigned from the
Company's Board of Directors effective June 30, 1997.
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
interdealer 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Pacholder Associates, Inc.
July 23, 1997
Date
/s/ Thomas M. Barnhart, II
Signature
Senior Vice President
and Associate General Counsel
Title
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Pacholder Associates, Inc.
July 23, 1997
Date
Signature
Senior Vice President
and Assoc.Gen. Counsel
Title
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