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. 10)
Chic by H.I.S. Inc.
--------------------
(Name of Issuer)
Common Stock, $.01 par value per share
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(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
April 9, 1999
----------------------------------
(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 11 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 194,500 shares
8. SHARED VOTING POWER 769,200 shares
9. SOLE DISPOSITIVE POWER 194,500 shares
10. SHARED DISPOSITIVE POWER 769,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,700 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8 %
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 42,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 42,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
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 87,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 87,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.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 148,900 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 148,900 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,900 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Amster Family Trust,
Matthew J. Mallow, Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 558,000 shares
8. SHARED VOTING POWER 0 shares
9. SOLE DISPOSITIVE POWER 558,000 shares
10. SHARED DISPOSITIVE POWER 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14. TYPE OF REPORTING PERSON
OO
This Amendment No. 10 further amends and supplements the Schedule 13D
dated October 22, 1997 filed by Arnold M. Amster, Peggy J. Amster, Wendy A.
Amster, The Amster Foundation, Amster & Co., Flex Holding Corp. and The
Amster Family Trust (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 $ 1,936,971* Personal funds**
Peggy J. Amster $ 1,138,394* Personalfunds**
Wendy A. Amster $ 523,451 Personal funds
The Amster Foundation $ 166,999 Foundation funds
Amster & Co. $ 792,752 Working capital**
Flex Holding Corp. $ 4,381,563 Working capital**
The Amster Family Trust,
Matthew J. Mallow,
Trustee ***
- ------------------------
* Includes the funds used to acquire the shares of Common Stock
which were thereafter contributed to the Trust.
** 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.
*** The shares of Common Stock owned by the Trust were received by
gift from Arnold M. Amster and Peggy J. Amster, as previously
described in Item 2 of Amendment No. 9 to the Schedule 13D and as
described in Item 5 of this Amendment No. 10.
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 1,521,700 shares or 15.4% 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 963,700 (1) 9.8% (1)
Peggy J. Amster 42,500 .4%
Wendy A. Amster 87,500 .9%
The Amster Foundation 25,000 .3%
Amster & Co. 148,900 1.5%
Flex Holding Corp. 465,300 4.7%
The Amster Family Trust,
Matthew J. Mallow, Trustee 558,000 5.7%
- ---------------------------
(1) Includes an aggregate of 769,200 shares of Common Stock owned
by the other Reporting Persons (excluding the Trust). Except with
respect to the shares of Common Stock owned by the Trust, 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 such shares. Arnold M. Amster
disclaims beneficial ownership of any of the shares of Common Stock
owned by the other Reporting Persons.
On April 9, 1999, Peggy J. Amster made an irrevocable gift of 170,000
shares of Common Stock held by her personally to the Trust. In addition,
since the filing of Amendment No. 9 to this Schedule 13D on January 7, 1999
and in addition to the transaction referenced in the preceding sentence,
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 4/12/99 40,000 $ 2.44
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.
April 15, 1999 /s/ Arnold M. Amster
-------------------------------
Arnold M. Amster
April 15, 1999 *
-------------------------------
Peggy J. Amster
April 15, 1999 *
-------------------------------
Wendy A. Amster
April 15, 1999 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
---------------------------
Arnold M. Amster
April 15, 1999 AMSTER & CO.
By /s/ Arnold M. Amster
---------------------------
Arnold M. Amster,
General Partner
April 15, 1999 FLEX HOLDING CORP.
By /s/ Arnold M. Amster
----------------------------
Arnold M. Amster, Chairman
of the Board
April 15, 1999 THE AMSTER FAMILY TRUST
By /s/ Matthew J. Mallow
----------------------------
Matthew J. Mallow, Trustee
* By /s/ Arnold M. Amster
Arnold M. Amster
Attorney-in-fact
