UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Chic by H.I.S. Inc.
(name of issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
167113109
(CUSIP Number)
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
(212) 644-4500
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 27, 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:
(Continued on the following pages)
<PAGE>
CUSIP No. 167113109
1) Name of Reporting Person Arnold M. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization United States
7) Sole Voting 54,000 shares
Power
Number of Shares 8) Shared Voting 460,200 shares
Power
9) Sole Dis- 54,000 shares
positive Power
10) Shared Dis- 460,200 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 514,200 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 5.3 per cent
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person Peggy J. Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization United States
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 22,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 22,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 22,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .2 per cent
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person Peggy J. Amster,
as custodian for
Wendy Amster
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization United States
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 35,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 35,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 35,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .4 per cent
14) Type of Reporting Person IN
CUSIP No. 167113109
1) Name of Reporting Person The Amster
Foundation
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds PF
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 -0-
Power
Number of Shares 8) Shared Voting 20,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 20,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 20,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .2 per cent
14) Type of Reporting Person OO
CUSIP No. 167113109
1) Name of Reporting Person Amster & Company
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
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 -0-
Power
Number of Shares 8) Shared Voting 100,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 100,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 100,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 1.0 per cent
14) Type of Reporting Person PN
CUSIP No. 167113109
1) Name of Reporting Person Flex Holding Corp.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
6) Citizenship or Place of Organization Delaware
7) Sole Voting -0-
Power
Number of Shares 8) Shared Voting 283,200 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 283,200 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 283,200 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 2.9 per cent
14) Type of Reporting Person CO
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Chic by H.I.S. Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer
are located at 1372 Broadway, New York, New York 10018.
Item 2. Identity and Background.
This Statement is being filed by: Arnold M. Amster;
Peggy J. Amster; Peggy J. Amster, as custodian for Wendy Amster;
The Amster Foundation; Amster & Co.; and Flex Holding Corp.
(collectively, the "Reporting Persons"). Arnold M. Amster has
been Senior Managing Partner of Amster & Co., an investment
limited partnership, and Chairman of the Board of Flex Holding
Corp., a private investment company, since prior to 1990.
Peggy J. Amster has been a housewife since prior to 1990. Flex
Holding Corp. is a Delaware corporation which is a private
investment company. The Amster Foundation is a private family
foundation controlled by Arnold M. Amster. Amster & Co. is a New
York limited partnership, which is engaged in making investments
and of which Arnold M. Amster is the sole general partner
thereof. Schedule A annexed hereto and incorporated herein by
reference sets forth the addresses of the Reporting Persons, and
Schedule B annexed hereto and incorporated herein by reference
sets forth the information required by Item 2 of Schedule 13D
with respect to the executive officers and directors of Flex
Holding Corp.
None of the Reporting Person has, during the last five
years, been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). None of the
Reporting Persons has, during the last five years, been 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 violations with
respect to such laws.
Information with respect to each of the Reporting
Persons is given solely by such Reporting Person and no Reporting
Person has responsibility for the accuracy or completeness of
information supplied by another Reporting Person.
The filing of this Schedule 13D (including all
amendments thereto) does not constitute an admission by any of
the persons making this filing that such persons are a "group"
for purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934 (the "Act"). The Reporting Persons deny that they should
be deemed to be such a "group," and such persons are making this
filing only because they may be deemed to constitute a "group"
for purposes of Section 13(d)(3) of the Act.
Item 3. Source and Amount of Funds.
The source and amount of funds (including commissions)
used by each of the Reporting Persons to acquire the shares of
the Common Stock reported in Item 5 below was as follows:
Name
Amount
Source of Funds
Arnold M. Amster
$ 335,786
personal funds*
Peggy J. Amster
$ 136,829
personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster
$ 220,647
personal funds
The Amster Foundation
$ 128,849
foundation funds
Amster & Co.
$ 648,329
working capital*
Flex Holding Corp.
$1,855,310
working capital*
_______________________
*The shares of Common Stock owned by Arnold M. Amster, Peggy J.
Amster, Amster & Co., and Flex Holding Corp. were purchased in
their respective brokerage margin accounts on customary margin
terms.
Item 4. Purpose of Transaction.
Each of the Reporting Persons purchased the shares of
Common Stock owned by such Reporting Person for the purpose of
making an investment in the Issuer and not with the present
intention of acquiring control of the Company's business.
Certain of the Reporting Persons have had telephone conversations
with the Issuer, but they do not believe that they received any
material information during these conversations which had not
been publicly disseminated by the Issuer.
Each of the Reporting Persons intends to review his
respective investment in the Issuer and may, depending in part
upon the Issuer's course of action, seek to increase, decrease,
or dispose of his investment in the Issuer.
Other than as described herein, none of the Reporting
Persons or, to the best knowledge of Flex Holding Corp., any of
its directors or executive officers or to the best knowledge of
Amster & Co., its general partner, has any present plans or
proposals which would relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer, (b) an
extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer, (c) a sale
or transfer of a material amount of the assets of the Issuer, (d)
any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
Issuer's board of directors, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities
of the Issuer 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. Item 4 disclosure
provisions regarding any plans or proposals to make any changes
in a company's investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940 are
inapplicable.
Notwithstanding anything contained herein, each of the
Reporting Persons reserves the right, depending on other relevant
factors, to purchase additional shares of Common Stock or to
dispose of all or a portion of his holdings of Common Stock, or
to change his intention with respect to any and all of the
matters referred to in this item 4.
Item 5. Interest in Securities of the Issuer.
Set forth on Schedule C hereto and incorporated herein
by reference is certain information concerning all transactions
in the Common Stock in which the Reporting Persons have engaged
during the past 60 days. All of such transactions were effected
on the New York Stock Exchange, except that on August 21, 1997,
Flex Holding Corp. purchased 25,000 shares, Amster & Co.
purchased 25,000 shares and The Amster Foundation purchased 2,000
shares in a privately negotiated transaction on the third market.
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
514,200 (1)
5.3 per cent (1)
Peggy J. Amster
22,000 (2)
.2 per cent (2)
Peggy J. Amster,
as custodian for
Wendy Amster
35,000
.4 per cent
The Amster Foundation
20,000
.2 per cent
Amster & Co.
100,000
1.0 per cent
Flex Holding Corp.
283,200
2.9 per cent
(1) Includes an aggregate of 460,200 shares of Common Stock owned by
the other Reporting Persons. Arnold M. Amster has or shares
voting and dispositive power with respect to the shares of Common
Stock owned by the other Reporting Persons and may be deemed to be
the beneficial owner of all of such shares owned by the other
Reporting Persons. Arnold M. Amster disclaims beneficial
ownership of any of the shares of Common Stock owned by the other
Reporting Persons.
(2) Excludes 35,000 shares of Common Stock owned by Peggy J. Amster,
as custodian for Wendy Amster, as to which shares Peggy J. Amster
disclaims beneficial ownership.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer.
Except as described herein, none of the Reporting Persons has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Issuer, including, but
not limited to any agreements concerning (i) transfer or voting of any
securities of the Company, (ii) finder's fees, (iii) joint ventures,
(iv) loan or option arrangements, (v) puts or calls, (vi) guarantees or
profits, (vii) division of profits or loss or (viii) the giving or
withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person or entity
whose signature appears below constitutes and appoints Arnold M.
Amster his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all amendments
to this Statement on Schedule 13D and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-
in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, his substitute or substitutes may lawfully do or cause to be
done by virtue thereof.
After reasonable inquiry and to the best knowledge and
belief of each person or entity set forth below, each such person or
entity certifies that the information set forth in this Statement is
true, complete, and correct.
August 26, 1997
/s/ Arnold M. Amster
Arnold M. Amster
August 26, 1997
/s/ Peggy J. Amster
Peggy J. Amster
August 26, 1997
/s/ Peggy J. Amster
Peggy J. Amster, as custodian for
Wendy Amster
August 26, 1997
THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
Arnold M. Amster
August 26, 1997
AMSTER & CO.
By /s/ Arnold M. Amster
Arnold M. Amster, General Partner
August 26, 1997
FLEX HOLDING CORP.
By /s/ Arnold M. Amster
Arnold M. Amster,
Chairman of the Board
<PAGE>
Schedule A
Addresses of Reporting Persons
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster,
custodian for
Wendy Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
The Amster Foundation
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Amster & Co.
767 Fifth Avenue
New York, New York 10153
Flex Holding Corp.
767 Fifth Avenue
New York, New York 10153
<PAGE>
Schedule B
Directors and Executive Officers of Flex Holding Corp.
Arnold M. Amster is the Chairman of the Board,
President, and the owner of a majority of the voting stock of
Flex Holding Corp. Mr. Amster is also Senior Managing Partner of
Amster & Co., an investment limited partnership. Mr. Amster is a
citizen of the United States, and his address is 767 Fifth
Avenue, New York, New York 10153.
Robert M. Boyar is a director of Flex Holding Corp.
Mr. Boyar is also a partner of Boyar, Higgins & Suozzo, a law
firm. Mr. Boyar is a citizen of the United States, and his
address is 10 Park Place, Morristown, New Jersey 07960.
Arnold J. Jacobs is a director of Flex Holding Corp.
Mr. Jacobs is also a partner of Proskauer Rose LLP, a law firm.
Mr. Jacobs is a citizen of the United States, and his address is
1585 Broadway, New York, New York 10036.
David Rothberg is Executive Vice President of Flex
Holding Corp. Mr. Rothberg is a citizen of the United States,
and his address is 767 Fifth Avenue, New York, New York 10153.
<PAGE>
Exhibit 1
Joint Filing Agreement
Each of the undersigned hereby agrees that the Schedule 13D,
to which this Agreement is attached as Exhibit 1, and all
amendments thereto may be filed on behalf of each such person.
Dated: August 26, 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
THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
Arnold M. Amster
AMSTER & CO.
By /s/ Arnold M. Amster
Arnold M. Amster, General
Partner
FLEX HOLDING CORP.
By /s/ Arnold M. Amster
Arnold M. Amster,
Chairman of the Board
ARNOLD M. AMSTER:
2,000 6.56 08/01/97
PEGGY AMSTER:
1,100 6.50 08/01/97
900 6.75 08/14/97
THE AMSTER FOUNDATION:
2,100 6.50 06/27/97
2,900 6.50 07/18/97
2,900 6.63 08/05/97
100 6.63 08/07/97
2,000 7.00 08/21/97
AMSTER & COMPANY:
25,000 7.00 08/21/97
FLEX HOLDING CORP.:
1,500 6.50 06/30/97
400 6.50 07/02/97
1,300 6.63 07/02/97
1,600 6.50 07/07/97
5,000 6.50 07/09/97
2,500 6.25 07/10/97
5,000 6.38 07/10/97
5,000 6.25 07/11/97
1,700 6.50 07/15/97
10,000 6.50 07/16/97
1,300 6.38 07/18/97
5,000 6.56 07/22/97
3,500 6.56 07/23/97
2,100 6.50 07/23/97
1,500 6.50 07/25/97
2,000 6.56 07/29/97
1,000 6.50 08/11/97
4,500 6.63 08/12/97
10,000 6.63 08/12/97
10,000 6.63 08/12/97
8,000 6.88 08/15/97
10,000 7.00 08/15/97
5,000 6.88 08/18/97
11,200 7.00 08/20/97
38,000 7.00 08/21/97
5,000 7.06 08/21/97
