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. 9)
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
December 22, 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 154,500 shares
8. SHARED VOTING POWER 939,200 shares
9. SOLE DISPOSITIVE POWER 154,500 shares
10. SHARED DISPOSITIVE POWER 939,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,093,700 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1 %
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
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 212,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 212,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
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 388,000 shares
8. SHARED VOTING POWER 0 shares
9. SOLE DISPOSITIVE POWER 388,000 shares
10. SHARED DISPOSITIVE POWER 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
388,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14. TYPE OF REPORTING PERSON
OO
This Amendment No. 9 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 2. IDENTITY AND BACKGROUND.
The response to Item 2 is hereby amended and supplemented by
adding the following:
On December 22, 1998, Arnold M. Amster made an irrevocable gift
of 388,000 shares of Common Stock held by him personally to The Amster
Family Trust (the "Trust"), a newly formed trust for the benefit of Mr.
Amster's daughter, Wendy Amster. The Trust was organized in the United
States. The sole trustee of the Trust, Matthew J. Mallow (the "Trustee"),
has sole voting and dispositive power with respect to the shares of Common
Stock held by the Trust, and Mr. Amster no longer reports beneficial
ownership of such shares. The current Reporting Persons are identified on
the revised Schedule A annexed hereto.
The Trustee is a citizen of the United States and is a Partner in
the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue,
New York, New York 10022.
Neither the Trust nor the Trustee has been convicted during the
last five years in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither the Trust nor the Trustee, during the last
five years, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to
such laws.
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 $ 1,138,394 Personal funds**
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 as described in Item 2
hereof.
** 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.
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 1,481,700 shares or 15.0% 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 1,093,700 (1) 11.1% (1)
Peggy J. Amster 212,500 2.0%
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 388,000 3.9%
----------------------
(1) Includes an aggregate of 939,200 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.
Since the filing of Amendment No. 8 to this Schedule 13D on
October 16, 1998 and in addition to the gift of shares of Common Stock from
Arnold M. Amster to the Trust as described in Item 2 hereof, 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
Peggy J. Amster 11/3/98 5,000 $ 3.79
11/17/98 10,000 $ 3.81
Wendy A. Amster 11/12/98 900 $ 4.06
Amster & Co. 11/17/98 4,500 $ 4.00
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.
January 7, 1999 /s/ Arnold M. Amster
------------------------------------
Arnold M. Amster
*
January 7, 1999 ------------------------------------
Peggy J. Amster
*
January 7, 1999 ------------------------------------
Wendy A. Amster
January 7, 1999 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
--------------------------------
Arnold M. Amster
January 7, 1999 AMSTER & CO.
By /s/ Arnold M. Amster
--------------------------------
Arnold M. Amster, General Partner
January 7, 1999 FLEX HOLDING CORP.
By /s/ Arnold M. Amster
--------------------------------
Arnold M. Amster, Chairman
of the Board
January 7, 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
SCHEDULE A
REPORTING PERSONS
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Wendy A. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
The Amster Foundation
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Amster & Co.
767 Fifth Avenue
New York, New York 10153
Flex Holding Corp.
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
The Amster Family Trust,
Matthew J. Mallow, Trustee
c/o Matthew J. Mallow
919 Third Avenue
New York, NY 10022
