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Securities And Exchange Commission
Washington, D.C. 20549
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Schedule 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of The
Securities Exchange Act of 1934
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PremiumWear, Inc.
(Name of Subject Company)
PremiumWear, Inc.
(Name of Person Filing Statement)
Common Stock, $.01 Par Value
(Title of Class of Securities)
740909106 (Common Stock)
(Cusip Number of Class of Securities)
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David E. Berg
Chief Executive Officer
PremiumWear, Inc.
5500 Feltl Road, Minnetonka, Minnesota 55343-7902
(800) 248-0158 or (952) 979-1700
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
Copy To:
Frank B. Bennett, Esq.
Barbara Lano Rummel, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 371-3211
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer
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The purpose of this amendment is to file an additional exhibit to the Schedule
14D-9 filed on June 9, 2000.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit No. Description
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**(a)(1) Offer to Purchase dated June 9, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO of Purchaser
filed on June 9, 2000).
**(a)(2) Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(B) to the Schedule TO of Parent and Purchaser filed on
June 9, 2000).
**(a)(3) Form of Letter to Stockholders of PremiumWear, dated June 9,
2000.*
**(a)(4) Press Release issued by PremiumWear on May 30, 2000
(incorporated by reference to Exhibit 99 to the Schedule
14D-9C of PremiumWear filed on May 30, 2000).
(a)(5) Press Release issued by PremiumWear on June 27, 2000 and
submitted electronically herewith.
**(e)(1) Agreement and Plan of Merger, dated as of May 26, 2000, among
Parent, Purchaser and PremiumWear (incorporated by reference
to Exhibit (d)(1) to the Schedule TO of Parent filed on June
9, 2000).
**(e)(2) Opinion of Peter J. Solomon Securities Company Limited, dated
May 26, 2000 (included as Annex A to the Statement).*
**(e)(3) The Information Statement of PremiumWear dated June 9, 2000
(included as Annex B to the Statement).*
**(e)(4) Mutual Non-Disclosure Agreement, dated effective February 10,
2000, between Parent and PremiumWear (incorporated by
reference to Exhibit(d)(2) to the Schedule TO of Parent filed
on June 9, 2000).*
**(e)(5) Amendment to Rights Agreement, effective as of May 26, 2000,
to the Rights Agreement, dated as of July 25, 1997 by and
between PremiumWear and Norwest Bank of Minnesota, N.A.
(incorporated by reference to Exhibit 1 to the Form 8-A/A of
PremiumWear filed on June 9, 2000).
**(e)(6) Amended and Restated Change in Control Severance Agreement
made and entered into by and between PremiumWear and Thomas D.
Gleason effective as of April 18, 2000 (incorporated by
reference to Exhibit 99.2 to the Form 8-K of PremiumWear filed
on June 9, 2000).
**(e)(7) Amended and Restated Change in Control Severance Agreement
made and entered into by and between PremiumWear and David E.
Berg effective as of May 22, 2000 (incorporated by reference
to Exhibit 99.3 to the Form 8-K of PremiumWear filed on June
9, 2000).
**(e)(8) Employment Agreements made and entered into effective as of
May 26, 2000 by and between PremiumWear, Inc. and (a) David E.
Berg, (b) Cynthia L. Boeddeker, (c) James S. Bury, (d) Timothy
C. Klouda and (e) Dennis G. Lenz (incorporated by reference to
Exhibit 99.4(a)-(e) to the Form 8-K of PremiumWear filed on
June 9, 2000).
**(e)(9) First Amendment to Change in Control Severance Agreement made
and entered effective as of May 26, 2000 by and between
PremiumWear, Inc. and (a) David E. Berg,
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(b) Cynthia L. Boeddeker, (c) James S. Bury, (d) Timothy C.
Klouda and (e) Dennis G. Lenz (incorporated by reference to
Exhibit 99.5(a) - (e) to the Form 8-K of PremiumWear filed on
June 9, 2000).
**(e)(10) Consulting Agreement, dated as of May 26, 2000, between
PremiumWear, Inc., New England Business Service, Inc. and
Thomas D. Gleason (incorporated by reference to Exhibit 99.6
to the Form 8-K of PremiumWear filed on June 9, 2000).
(g) Not applicable.
* Included with the Statement mailed to stockholders.
** Filed previously.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
PREMIUMWEAR, INC.
By: /s/ James S. Bury
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James S. Bury
Vice President of Finance
Dated: June 28, 2000
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