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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
PREMIUMWEAR, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
740909106
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Tel. No.: (212) 977-6900
With a copy to:
Robin L. Spear, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
Tel. No.: (212) 858-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3, 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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: / /
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP NO. 740909106
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CLARK ESTATES, INC.
13-5524538
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
196,282 (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
196,282 (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,282 (SEE ITEM 5)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 1
TO
SCHEDULE 13D
Pursuant to Rule 13d-2(e) under the Securities Exchange Act of 1934,
this Amendment No. 1 to Schedule 13D amends and restates the original Schedule
13D filed by The Clark Estates, Inc. with respect to securities of the
below-referenced Issuer. The sole purpose of filing this first electronic
amendment to such Schedule 13D is to report a decrease in the percent of class
outstanding that results solely from an increase in the aggregate number of
securities outstanding.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $.01 par value per
share (the "Common Stock") of PremiumWear, Inc., a Delaware corporation formerly
known as Munsingwear, Inc. (the "Issuer"). The address of the Issuer's principal
executive offices is 5500 Feltl Road, Minnetonka, Minnesota 55343.
Item 2. Identity and Background.
(a) - (c) This statement is being filed by The Clark Estates, Inc. (the
"Reporting Person"), a New York corporation with its principal business address
and principal office at One Rockefeller Plaza, 31st Floor, New York, New York
10020.
The Reporting Person is principally engaged in the business of
providing management and administrative services for certain institutional,
corporate, individual and trust accounts affiliated with the Clark family.
Schedule I sets forth the information required by Items 2(a)-(c) and
2(f) of Schedule 13D for each executive officer and director of the Reporting
Person.
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(d) Neither the Reporting Person nor (to the best knowledge of the
Reporting Person) any of its executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past five years.
(e) Neither the Reporting Person nor (to the best knowledge of the
Reporting Person) any of its executive officers or directors was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In December 1992, seven accounts for which the Reporting Person
provides services received directly from the Issuer pursuant to a Plan of
Reorganization, effective October 29, 1991 (the "Plan"), certificates for a
total amount of 196,284 shares of the Common Stock in exchange for an aggregate
principal amount of $5,350,000 of the Issuer's 8% Debentures due October 1, 2006
(the "Debentures") that had been purchased by such accounts in 1986, 1987 and
1988.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Debentures was for investment.
Accounts for which the Reporting Person provides services continue to hold the
Common Stock for investment. The Reporting Person currently does not have any
plans or proposals of the type set forth in Paragraphs (a) through (j) of Item 4
of Schedule 13D, except that the Reporting Person may acquire additional shares
of the Common Stock in open market transactions for investment purposes. Any
decision of the Reporting Person either to purchase additional shares of the
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Common Stock or to dispose of any of such shares will take into account various
factors, including general economic and stock market conditions.
Item 5. Interest in Securities of the Issuer.
(a) The 196,282 shares of the Common Stock held by the accounts
referred to in Item 4 above constitute 7.7% of the outstanding shares of the
Common Stock of the Issuer (based upon an aggregate of 2,563,860 outstanding
shares of the Issuer's Common Stock as of March 24, 2000, as reported in the
Issuer's Annual Report on Form 10-K for the fiscal year ended January 1, 2000,
and filed on March 31, 2000).
(b) The Reporting Person or in some cases various of the individuals
listed in Schedule I have shared power to vote or to direct the vote and to
dispose of or direct the disposition of the shares of the Common Stock with each
of the accounts referred to in Item 4 above.
(c) Neither the Reporting Person, nor any of the accounts for which the
Reporting Person provides services, nor (to the best knowledge of the Reporting
Person) any of its executive officers or directors, has effected any transaction
in the Common Stock during the past 60 days.
(d) The accounts that hold the Common Stock have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, their respective shares of the Common Stock.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither the Reporting Person nor (to the best knowledge of the
Reporting Person) any of its executive officers or directors, has any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to the
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. The disposition of the
Common Stock by certain holders is subject to the provisions of Article V of the
Issuer's Restated Certificate of Incorporation, as amended, filed as Exhibit 3
to the Issuer's Annual Report on Form 10-K for the fiscal year ended January 4,
1992 (File No. 1-63).
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
Dated: April 4, 2000
THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
---------------------
Name: Kevin S. Moore
Title: President
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SCHEDULE I
Directors and Executive Officers of
The Clark Estates, Inc.
<TABLE>
<CAPTION>
Principal Occupation, and
Name, Principal Business and
Name Address of Employer
---- ----------------------------
<S> <C>
Jane Forbes Clark Chairman and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Kevin S. Moore President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Eric L. Straus Senior Vice President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Marshall F. Wallach Director, The Clark Estates, Inc.
President
The Wallach Corporation
Investment Banking
1401 17th Street
Suite 750
Denver, CO 80202
</TABLE>
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<TABLE>
<S> <C>
Richard C. Vanison Vice President and Treasurer
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
</TABLE>
All of the executive officers and directors of The Clark Estates, Inc. are
United States citizens.
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