UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
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)
January 23, 1998
(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 83,300 shares
Power
Number of Shares 8) Shared Voting 714,200 shares
Power
9) Sole Dis- 83,300 shares
positive Power
10) Shared Dis- 714,200 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 714,200 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 7.3%
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 29,000 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 29,000 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 29,000 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 47,500 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 47,500 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 47,500 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%
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 429,400 shares
Power
9) Sole Dis- -0-
positive Power
10) Shared Dis- 429,400 shares
positive Power
11) Aggregate Amount Beneficially
Owned By Each Reporting Person 429,400 shares
12) Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by
Amount in Row (11) 4.4%
14) Type of Reporting Person CO
Items 2, 3, 4 and 5 of Amendment No. 1 to the Schedule
13D, dated October 22, 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
Schedule 13D 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 $ 162,749 personal funds*
Peggy J. Amster $ 26,575 personal funds*
Peggy J. Amster,
as custodian for
Wendy Amster $ 14,260 personal funds
Flex Holding Corp. $ 377,376 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 4. Purpose of Transaction.
On or about the week of January 22, 1998, Mr. Amster met with
Mr. Bert Rosenberg, the Issuer's chief executive officer. At
that meeting, Mr. Rosenberg in essence said to Mr. Amster that,
while Mr. Rosenberg was not soliciting Mr. Amster, Mr. Rosenberg
wished to explore on a preliminary basis whether or not Mr.
Amster would have any interest in becoming a member of the
Issuer's board. Mr. Amster did not commit himself at that time,
nor was a formal offer made to Mr. Amster.
On or about January 22, 1998, Mr. Amster had lunch with Mr.
Rosenberg and Mr. Richard Howe, a director of the Issuer. At
that lunch, Mr. Howe posed to Mr. Amster the hypothetical
question of whether Mr. Amster was willing to serve as a director
of the Issuer if there was a neutral board elected without any
proxy contest. Mr. Amster answered yes to the hypothetical
question.
On or about February 3, 1998, Mr. Howe asked Mr. Amster to
become a member of the slate of incumbent directors assuming that
there was a proxy contest. Mr. Amster responded that he wished
to meet with Mr. Rosenberg before reaching a conclusion. Mr.
Amster set up a meeting with Mr. Rosenberg for February 5, 1998.
On February 4, 1998, Mr. Amster received a phone call from
Mr. Herbert Denton. Mr. Denton asked Mr. Amster if he was
willing to become a member of the insurgent slate of directors
assuming that there was a proxy contest. Mr. Amster responded
that he wished to consider this matter further.
Mr. Amster has not made a decision whether or not to accept
either of the proposals. Mr. Amster intends to make a decision
in the near future.
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 714,200 (1) 7.3% (1)
Peggy J. Amster 29,000 (2) .3% (2)
Peggy J. Amster,
as custodian for
Wendy Amster 47,500 .5%
The Amster Foundation 25,000 .3%
Amster & Co. 100,000 1.0%
Flex Holding Corp. 429,400 4.4%
____________
(1) Includes an aggregate of 630,900 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 47,500 shares of Common Stock owned by Peggy J.
Amster, as custodian for Wendy Amster, as to which shares
Peggy J. Amster disclaims beneficial ownership.
<PAGE>
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.
February 5, 1998 /s/ Arnold M. Amster
Arnold M. Amster
February 5, 1998 /s/ *
Peggy J. Amster
February 5, 1998 /s/ *
Peggy J. Amster, as custodian for
Wendy Amster
February 5, 1998 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
Arnold M. Amster
February 5, 1998 AMSTER & CO.
By /s/ Arnold M. Amster
Arnold M. Amster, General Partner
February 5, 1998 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
<PAGE>
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.
<PAGE>
SCHEDULE B
No. of Price per Purchase
Shares Shares Date
ARNOLD M. AMSTER:
2,500 $7.13 11/25/97
9,000 $6.81 12/4/97
2,000 $6.88 1/5/98
9,800 $7.13 1/26/98
PEGGY J. AMSTER:
2,500 $6.88 1/5/98
1,500 $6.25 1/9/98
PEGGY J. AMSTER,
CUSTODIAN FOR
WENDY AMSTER:
2,000 $7.13 11/13/97
FLEX HOLDING CORP.:
2,000 $7.56 10/27/97
1,000 $7.56 10/28/97
500 $7.50 11/6/97
1,900 $7.38 11/12/97
2,000 $7.25 11/13/97
5,000 $6.88 1/5/98
10,000 $7.00 1/5/98
10,000 $6.13 1/9/98
10,000 $7.00 1/15/98
6,500 $6.88 1/16/98
5,000 $7.13 1/23/98
900 $7.06 1/28/98
