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. 8)
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
October 15, 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: [ ]
(continued on following pages)
(Page 1 of 10 Pages)
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 542,500 shares
8. SHARED VOTING POWER 918,800 shares
9. SOLE DISPOSITIVE POWER 542,500 shares
10. SHARED DISPOSITIVE POWER 918,800 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,300 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8 %
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 197,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 197,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wendy A. 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 86,600 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 86,600 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,600 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
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 144,400 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 144,400 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,400 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5 %
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 465,300 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 465,300 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,300 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7 %
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 8 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 $ 1,838,671 Personal funds*
Peggy J. Amster $ 1,081,344 Personal funds*
Wendy A. Amster $ 519,797 Personal funds
The Amster Foundation $ 166,999 Foundation funds
Amster & Co. $ 774,752 Working capital*
Flex Holding Corp. $ 4,381,563 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 terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is hereby amended and supplemented by
adding the following:
The aggregate number of shares of Common Stock beneficially owned
by the Reporting Persons is 1,461,3000 shares or 14.8% of the outstanding
Common Stock. 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 1,461,300 (1) 14.8% (1)
Peggy J. Amster 197,500 2.0%
Wendy A. Amster 86,600 .9%
The Amster Foundation 25,000 .3%
Amster & Co. 144,400 1.5%
Flex Holding Corp. 465,300 4.7%
________________________
(1) Includes an aggregate of 918,800 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.
Since the filing of Amendment No. 7 to this Schedule 13D on
September 15, 1998, the Reporting Persons engaged in transactions in the
Common Stock as set forth below. All such transactions constituted open-
market purchases of the Common Stock effected through The New York Stock
Exchange, Inc.
Reporting Person Date Number of Shares Price Per Share
----------------- ---- ---------------- ---------------
Arnold M. Amster 10/8/98 12,600 $ 2.56
10/15/98 400,000 2.50
Peggy J. Amster 10/15/98 40,000 $ 2.50
Wendy A. Amster 10/15/98 5,000 $ 2.50
Amster & Co. 9/16/98 2,000 $ 2.88
9/17/98 25,000 2.75
9/25/98 7,400 2.75
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 16, 1998 /s/ Arnold M. Amster
_________________________
Arnold M. Amster
October 16, 1998 *
_________________________
Peggy J. Amster
October 16, 1998 THE AMSTER FOUNDATION
*
__________________________
Wendy A. Amster
October 16, 1998 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
________________________
Arnold M. Amster
October 16, 1998 AMSTER & CO.
By /s/ Arnold M. Amster
__________________________
Arnold M. Amster, General Partner
October 16, 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
