SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
PremiumWear, Inc.
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(NAME OF ISSUER)
Common Stock, $0.01 Par Value
- ----------------------------------
(TITLE OF CLASS OF SECURITIES)
626320204
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(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)
October 1, 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 [ ]
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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
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This Amendment No. 4 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, September 27, 1996 and
July 23, 1997) 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 plans to sell
all or a substantial portion of the shares if satisfactory prices can be
obtained. Any such sales may be in privately negotiated transactions or,
if market conditions permit, in the open market. There can be no
assurance as to when or whether PAI will consummate such sales. PAI will
continue to monitor market conditions and will only sell these shares if
satisfactory prices can be obtained.
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.
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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.
October 3, 1997
Date
/s/ Robert C. Amenta
Signature
Senior Vice President
Title
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