UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
March 13, 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 9 pages)<PAGE>
SCHEDULE 13D
CUSIP No. 62632010
Page 2 of 9
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
10,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
117,500
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
10,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
117,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
117,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 6232010
Page 3 of 9
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
0
SHARES
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 4 of 9
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
0
SHARES
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 9
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
4,400
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
4,400
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
4,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.21%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 62632010
Page 6 of 9
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
107,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
107,500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
107,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.17%
14 TYPE OF REPORTING PERSON*
CO
Page 7 of 9
This Amendment No. 8 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 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 10,000(1) .48%(1)
Peggy J. Amster 0 0%
Peggy J. Amster,
as custodian for
Wendy Amster 0 0%
Robert M. Boyar 4,400 .21%
Flex Holding Corp. 107,500 5.17%
(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
Page 8 of 9
Holding Corp. Accordingly, Arnold M. Amster may be deemed to be
the beneficial owner of all of the 117,500 shares owned by the
Reporting Persons (other than Robert M. Boyar), representing
5.65% 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.
(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 02/10/97 1,500 Sold $9.00
03/06/97 2,000 Sold $3.75
03/06/97 1,500 Sold $3.88
03/06/97 3,500 Sold $4.00
03/06/97 2,000 Sold $3.88
03/06/97 1,000 Sold $3.88
03/07/97 500 Sold $3.88
03/07/97 1,000 Sold $3.88
03/11/97 500 Sold $3.88
03/12/97 1,000 Sold $3.63
03/12/97 1,500 Sold $3.50
Peggy J. Amster 02/07/97 1,100 Sold $9.13
02/07/97 100 Sold $9.13
02/07/97 3,500 Sold $9.00
02/10/97 300 Sold $9.00
03/11/97 100 Sold $3.88
Robert Boyar 03/11/97 1,300 Sold $3.88
03/11/97 1,200 Sold $3.88
Flex Holding Corp. 03/03/97 2,300 Sold $8.63
03/11/97 1,500 Sold $3.75
03/12/97 1,000 Sold $3.62
All 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.
March 13, 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
