PREMIUMWEAR INC
SC 13G, 2000-04-04
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                 SCHEDULE 13G

                  Under the Securities Exchange Act of 1934

                              PREMIUMWEAR, INC.
                               (Name of Issuer)

                    COMMON STOCK, PAR VALUE $.01 PER SHARE
                        (Title of Class of Securities)

                                   740909106
                                (CUSIP Number)

                                April 4, 2000
           (Date of Event Which Requires Filing of this Statement)


      Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                              [ ] Rule 13d-1(b)
                              [X] Rule 13d-1(c)
                              [ ] Rule 13d-1(d)



      *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 the disclosures provided in a prior cover page.

      The information required in 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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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 CITIZENSHIP OR PLACE OF ORGANIZATION

            NEW YORK


 NUMBER OF SHARES        5 SOLE VOTING POWER
BENEFICIALLY OWNED
 BY EACH REPORTING             0
    PERSON WITH

                         6 SHARED VOTING POWER

                               196,282

                         7 SOLE DISPOSITIVE POWER

                               0

                         8 SHARED DISPOSITIVE POWER

                               196,282


       9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            196,282

      10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (SEE INSTRUCTIONS)                                               /_/

      11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            7.7%

      12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            CO



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<PAGE>   3
ITEM 1(a).  NAME OF ISSUER

            PremiumWear, Inc. (the "Issuer")

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

            5500 Feltl Road
            Minnetonka, Minnesota  55343

ITEM 2(a).  NAME OF PERSON FILING

            The Clark Estates, Inc. (the "Reporting Person")

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

            One Rockefeller Plaza, 31st Floor
            New York, New York  10020

ITEM 2(c).  CITIZENSHIP

            New York

ITEM 2(d).  TITLE OF CLASS OF SECURITIES

            Common Stock, par value $.01 per share

ITEM 2(e).  CUSIP NUMBER

            740909106

ITEM        3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
            13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

            N/A

ITEM 4.     OWNERSHIP

            (a)   Amount beneficially owned:

                  196,282 (the "Shares")

            (b) Percent of class:

                  7.7%

            (c) Number of shares as to which the person has:

                  (i)   Sole power to vote or to direct the vote

                        -0-


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<PAGE>   4
                  (ii) Shared power to vote or to direct the vote

                        196,282

                  (iii) Sole power to dispose or to direct the disposition of

                        -0-

                  (iv) Shared power to dispose or to direct the disposition of

                        196,282

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

            N/A

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

            Other persons have the right to receive or the power to direct the
            receipt of dividends from, or the proceeds from the sale of, the
            Shares. None of such persons has an interest exceeding five percent.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
            ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
            COMPANY OR CONTROL PERSON

            N/A

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

            N/A

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP

            N/A

ITEM 10.    CERTIFICATION

            (b)   By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of the
                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.


                                       4
<PAGE>   5
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.



April 4, 2000
DATE


/s/ Kevin S. Moore
- ------------------------------
SIGNATURE



Kevin S. Moore
President
The Clark Estates, Inc.
- ------------------------------
NAME/TITLE



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