UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
October 22, 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: [ ]
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 60,000 shares
Power
Number of Shares 8) Shared Voting 624,600 shares
Power
9) Sole Dis- 60,000 shares
positive Power
10) Shared Dis- 624,600 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 624,600 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 6.4%
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 25,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 25,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 25,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .3%
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 40,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 40,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 40,000 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%
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 25,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 25,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 25,000 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) .3%
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%
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 374,600 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 374,600 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 374,600 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 3.8%
14) Type of Reporting Person CO
Items 2, 3, and 5 of the Schedule 13D, dated August 26,
1997, relating to the Common Stock, par value $.01 per share (the
"Common Stock"), of Chic by H.I.S. Inc., a Delaware corporation,
is hereby amended by adding thereto the information set forth
below. The terms defined in such Schedule 13D shall have their
defined meanings herein, unless otherwise defined herein.
Item 2. Identity and Background.
Schedule A annexed hereto and incorporated herein by
reference sets forth the information required by Item 2 of
Schedule13D with respect to the executive officers and directors
of Flex Holding Corp.
Item 3. Source and Amount of Funds.
The source and amount of funds 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 $ 45,780 personal funds*
Peggy J. Amster $ 22,890 personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster $ 38,150 personal funds
The Amster Foundation $ 38,150 foundation funds
Flex Holding Corp. $ 656,308 working capital*
_______________
*The shares of Common Stock owned by Arnold M. Amster, Peggy J.
Amster, and Flex Holding Corp. were purchased in their respective
brokerage margin accounts on customary margin terms.
Item 5. Interest in Securities of the Issuer.
Set forth on Schedule B 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 purchases
effected on the New York Stock Exchange.
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 624,600 (1) 6.4% (1)
Peggy J. Amster 25,000 (2) .3% (2)
Peggy J. Amster,
as custodian for
Wendy Amster 40,000 .4%
The Amster Foundation 25,000 .3%
Amster & Co. 100,000 1.0%
Flex Holding Corp. 374,600 3.8%
____________
(1) Includes an aggregate of 564,600 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 40,000 shares of Common Stock owned by Peggy J.
Amster, as custodian for Wendy Amster, as to which shares
Peggy J. Amster disclaims beneficial ownership.
SIGNATURES
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.
October 27, 1997 /s/ Arnold M. Amster
Arnold M. Amster
October 27, 1997 /s/ *
Peggy J. Amster
October 27, 1997 /s/ *
Peggy J. Amster, as custodian for
Wendy Amster
October 27, 1997 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
Arnold M. Amster
October 27, 1997 AMSTER & CO.
By /s/ Arnold M. Amster
Arnold M. Amster, General Partner
October 27, 1997 FLEX HOLDING CORP.
By /s/ Arnold M. Amster
Arnold M. Amster,
Chairman of the Board
* By /s/ Arnold M. Amster
Arnold M. Amster
Attorney-in-fact
Schedule A
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.
Peggy J. Amster is a director of Flex Holding Corp.
Mrs. Amster is a housewife and a citizen of the United States,
and her address is 767 Fifth Avenue, New York, New York 10153.
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.
SCHEDULE B
No. of Price per Purchase
Shares Shares Date
ARNOLD M. AMSTER:
6,000 $7.63 10/22/97
PEGGY J. AMSTER:
3,000 $7.63 10/22/97
PEGGY J. AMSTER,
CUSTODIAN FOR
WENDY AMSTER:
5,000 $7.63 10/22/97
THE AMSTER FOUNDATION:
5,000 $7.63 10/22/97
FLEX HOLDING CORP.:
1,000 $6.75 8/29/97
8,800 $7.06 9/16/97
2,500 $7.00 9/25/97
7,600 $7.00 9/25/97
10,000 $7.06 9/29/97
1,000 $7.06 9/29/97
2,500 $7.06 9/30/97
4,000 $7.06 9/30/97
22,000 $7.06 9/30/97
4,000 $7.13 10/7/97
10,000 $7.38 10/8/97
2,000 $7.38 10/8/97
10,000 $7.50 10/21/97
6,000 $7.63 10/22/97
