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. 11)
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 18, 2000
(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 0 shares
8. SHARED VOTING POWER 769,200 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 769,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
769,200 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 851,200 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 851,200 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,200 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
____________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7 %
14. TYPE OF REPORTING PERSON
PN
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. 11 further amends and supplements the Schedule
13D dated April 9, 1999 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 April 9, 1999, as
amended to date.
ITEM 2. IDENTITY AND BACKGROUND.
The response to Item 2 is hereby amended and supplemented by
adding the following: Flex Holding Corp. and Amster & Co. merged and
Amster & Co. was the surviving corporation. Flex Holding Corp. is no
longer a Reporting Person. In addition, Peggy Amster has disposed of all
of her shares of the Issuer and is no longer a Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The response to Item 3 is hereby amended and supplemented by
adding the following. Amster & Co. utilized working capital in the
aggregate amount of $5,177,028 to acquire the shares of Common Stock
reported as being beneficially owned by it.
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)
Wendy A. Amster 87,500 .9%
The Amster Foundation 25,000 .3%
Amster & Co. 851,200 8.7%
The Amster Family Trust,
Matthew J. Mallow, Trustee 558,000 5.7%
-----------------------
(1) Includes an aggregate of 963,700 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.
During the last 60 days, the Reporting Persons engaged in
transactions in the Common Stock as set forth below. All such transactions
were executed on the Over-The-Counter/Bulletin Board as an open-market
purchase of the Common Stock.
Reporting Person Date Number of Shares Price Per Share
---------------- ---- ---------------- ---------------
Amster & Co. 5/18/00 237,000 $ 0.01
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 31, 2000 /s/ Arnold M. Amster
----------------------------------
Arnold M. Amster
May 31, 2000 *
----------------------------------
Wendy A. Amster
May 31, 2000 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
-------------------------------
Arnold M. Amster
May 31, 2000 AMSTER & CO.
By /s/ Arnold M. Amster
--------------------------------
Arnold M. Amster, General Partner
May 31, 2000 THE AMSTER FAMILY TRUST
By /s/ Matthew J. Mallow
--------------------------------
Matthew J. Mallow, Trustee
* By /s/ Arnold M. Amster
-------------------------
Arnold M. Amster
Attorney-in-fact
