SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 6)
Chic by H.I.S. Inc.
(Name of Issuer)
Common Stock, $.01 par value 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)
Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 11, 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(e), 13d-1(f) or 13d-1(g), check
the following box: [ ]
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arnold M. Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 100,000 shares
8. SHARED VOTING POWER 718,900 shares
9. SOLE DISPOSITIVE POWER 100,000 shares
10. SHARED DISPOSITIVE POWER 718,900 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,900 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peggy J. Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 110,000 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 110,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peggy J. Amster, as custodian for Wendy Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 54,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 54,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Amster Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 25,000 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 25,000 shares
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
00
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amster & Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 100,000 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 100,000 shares
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 PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Flex Holding Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 429,400 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 429,400 shares
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
This Amendment No. 6 further amends and supplements the Schedule
13D dated October 22, 1997 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"), relating to the shares of the Issuer. Any terms not defined
herein shall have the meaning ascribed to them in the Schedule 13D dated
October 22, 1997, as amended to date.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The response to Item 3 is hereby amended by deleting the entire
text thereof and inserting the following in lieu thereof.
The source and aggregate amount of funds (including commissions)
used by each of the Reporting Persons to acquire the shares of Common Stock
reported as being beneficially owned by the Reporting Persons are as
follows:
Name Amount Source of Funds
Arnold M. Amster $ 669,565 Personal funds*
Peggy J. Amster $ 793,794 Personal funds*
Peggy J. Amster, $ 366,807 Personal funds*
as custodian for Wendy Amster
The Amster Foundation $ 166,999 Foundation funds
Amster & Co. $ 648,329 Working capital*
Flex Holding Corp. $ 3,045,718 Working capital*
______________________
* The shares of Common Stock owned by Arnold M. Amster, Peggy J. Amster,
Amster & Co. and Flex Holding Corp., and a portion of the shares of
Common Stock owned by Peggy J. Amster, as custodian for Wendy Amster
($93,750), were purchased in their respective brokerage margin
accounts on customary terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is hereby amended by adding the following:
All information concerning transactions in the Common Stock by
the Reporting Persons as previously set forth in response to Item 5 is
hereby incorporated by reference. The Reporting Persons have not engaged
in any transactions in the Common Stock since the most recently filed
amendment to this Schedule 13D.
The aggregate number of shares of Common Stock beneficially owned
by the Reporting Persons is 818,900 shares. 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 818,900 (1) 8.3% (1)
Peggy J. Amster 110,000 (2) 1.1% (2)
Peggy J. Amster 54,500 .6%
as custodian for Wendy Amster
The Amster Foundation 25,000 .3%
Amster & Co. 100,000 1.0%
Flex Holding Corp. 429,400 4.4%
______________
(1) Includes an aggregate of 718,900 shares of Common Stock owned by the
other Reporting Persons. Arnold M. Amster shares voting and
dispositive power with respect to the shares of Common Stock owned by
the other Reporting Persons and may be deemed the beneficial owner of
all of the shares of Common Stock owned by the other Reporting
Persons. Arnold Amster disclaims beneficial ownership of any of the
shares of Common Stock owned by the other Reporting Persons.
(2) Excludes 54,500 shares of Common Stock owned by Peggy J. Amster as
custodian for Wendy Amster, as to which shares Peggy J. Amster
disclaims beneficial ownership.
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.
May 11, 1998 /s/ Arnold M. Amster
_____________________________
Arnold M. Amster
May 11, 1998 *
_____________________________
Peggy J. Amster
May 11, 1998 *
_____________________________
Peggy J. Amster, as custodian
for Wendy Amster
May 11, 1998 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
__________________________
Arnold M. Amster
May 11, 1998 AMSTER & CO.
By /s/ Arnold M. Amster
___________________________
Arnold M. Amster, General Partner
May 11, 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
