<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CHIC BY H.I.S, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
167113 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Jesse S. Siegel
2504 Laguna Terrace
Ft. Lauderdale, Florida 33316
with copy to:
Joseph H. Izhakoff, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131
(305) 374-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 23, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 167113 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jesse S. Siegel
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF AND 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,150,043
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
--------------------------------------------
9 SOLE DISPOSITIVE POWER
1,150,043
--------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,043
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
NOT APPLICABLE
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
2
<PAGE> 3
The reporting person listed on the cover page to this Schedule 13D
hereby makes the following statement (this "Statement") pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder. This Statement is an
amendment and restatement of the Schedule 13D dated February 25, 1993, as
amended by Amendment No. 1 to Schedule 13D dated January 23, 1998 (the "Original
Schedule 13D"). For further information regarding any of the items amended and
restated herein, reference is made to the Original Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01 per share,
of Chic by H.I.S, Inc., a Delaware corporation (the "Company"), whose principal
executive office is located at 1372 Broadway, New York, New York 10018. The
Company's shares of Common Stock are referred to herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Jesse S. Siegel.
(b) Mr. Siegel's business address is 2504 Laguna Terrace, Ft.
Lauderdale, Florida 33316.
(c) Mr. Siegel's principal occupation is acting as a consultant to
the Company and such employment is principally conducted at
2504 Laguna Terrace, Ft. Lauderdale, Florida 33316. Mr.
Siegel, who was the chief executive officer of the Company's
predecessor until 1986, became a member of the Company's Board
of Directors on February 25, 1993. Mr. Siegel resigned from
the Company's Board of Directors effective March 7, 1998.
(d) During the last five years, Mr. Siegel has not been convicted
in a criminal proceeding.
(e) During the last five years, Mr. Siegel has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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.
(f) Mr. Siegel is a citizen of the United States of America.
3
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 1,150,043 Shares held by Mr. Siegel, (a) 313,043 were purchased
with Mr. Siegel's personal funds from the underwriters of the Company's initial
public offering, which was consummated on February 25, 1993, at the initial
public offering price of $11.50 per share, (b) 500,000 Shares were acquired on
February 25, 1993 for the consideration described in Item 5(c) below, (c) 15,000
Shares were purchased with Mr. Siegel's personal funds on the open market on
March 25, 1995 at a price of $10.875 per share, (d) 10,000 Shares were purchased
with Mr. Siegel's personal funds on the open market on March 25, 1995 at a price
of $10.75 per share, and (e) 302,000 Shares were purchased with Mr. Siegel's
personal funds in a private transaction on January 23, 1998 at a purchase price
of $7.125 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Siegel acquired the Shares for investment purposes. Mr. Siegel may
consider making additional purchases of equity securities of the Company in
open-market or private transactions, the extent of which purchases would depend
upon prevailing market and other conditions. Mr. Siegel may also consider making
sales of equity securities of the Company to the extent he deems appropriate,
subject to compliance with applicable securities laws. Except as described
herein, Mr. Siegel has no plans or proposals which relate to or would result in
any of the events, actions or conditions specified in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This Statement on Schedule 13D relates to 1,150,043 Shares
beneficially owned by Mr. Siegel, which constitutes
approximately 11.7% of the issued and outstanding Shares. The
number of Shares reported under this item includes 10,000
Shares that Mr. Siegel has the right to acquire within 60 days
pursuant to the exercise of outstanding stock options.
(b) Mr. Siegel has sole voting and dispositive power with respect
to the 1,150,043 Shares he beneficially owns.
(c) On February 25, 1993, Mr. Siegel acquired 500,000 Shares
pursuant to a Restructuring Agreement dated November 20, 1992
(the "Restructuring Agreement") among the Company and one of
its wholly owned subsidiaries, Mr. Siegel and certain of the
Company's lenders. Pursuant to the Restructuring Agreement,
Mr. Siegel became a participant in the revolving credit
portion of the Company's loan agreement and acquired an
interest in a junior subordinated debenture of the Company in
its principal amount of $6,250,000 and five-sixths of a
warrant to purchase approximately 300 Shares (before giving
effect to a 796.33903-for-one
4
<PAGE> 5
stock split affected on February 16, 1994). After receiving
payment of the full principal amount of such participation,
Mr. Siegel received from the Company the 500,000 Shares (plus
$500,000 in cash) in exchange for such junior subordinated
debenture and such warrant, which debenture and warrant Mr.
Siegel surrendered to the Company for cancellation on February
25, 1993. On February 25, 1993, Mr. Siegel also acquired from
the underwriters of the Company's initial public offering
313,043 Shares at the initial public offering price of $11.50
per share. On January 23, 1998, Mr. Siegel acquired 302,000
Shares in a private transaction at a price of $7.125 per
share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") dated as of November 20, 1992 among the Company, Mr. Siegel and
certain of the Company's lenders, Mr. Siegel has, under certain conditions,
demand registration rights with respect to the 500,000 Shares he acquired
pursuant to the Restructuring Agreement. In addition, under the Registration
Rights Agreement, if the Company proposes to register any Shares, either for its
own account or for the account of other stockholders, the Company is required,
with certain exceptions, to provide Mr. Siegel and certain others who are
parties to the Registration Rights Agreement with notice of the registration and
to include in such registration some or all of the Shares requested to be
included by Mr. Siegel or the others. A copy of the Registration Rights
Agreement is attached hereto as Exhibit 1 and is incorporated herein by
reference. The description of the terms of the Registration Rights Agreement is
qualified in its entirety by the terms of the Registration Rights Agreement.
Pursuant to a Letter, dated February 23, 1998 (the "Letter Agreement"),
among the Issuer and Mr. Siegel, and in accordance with the terms of the
Registration Rights Agreement, Mr. Siegel exercised his right to cause the
Company to register for resale under the Securities Act of 1933, as amended, the
500,000 shares he acquired pursuant to the Restructuring Agreement. In addition,
the Company agreed to include the other 650,043 shares of Common Stock
beneficially owned by Mr. Siegel in the foregoing registration in exchange for
Mr. Siegel agreeing to pay to the Company $1,594 in respect of the filing fee
for such additional shares and $23,406 as additional consideration. A copy of
the Letter Agreement is attached hereto as Exhibit 2 and is incorporated herein
by reference. The description of the terms of the Letter Agreement set forth
herein is qualified in its entirety by the terms of the Letter Agreement.
5
<PAGE> 6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Registration Rights Agreement, dated as of November 20, 1992, among
Chic By H.I.S, Inc., formerly known as Henry I. Siegel Holding Corp.,
Jesse S. Siegel and certain lenders named therein (incorporated by
reference from Exhibit 2 to the Original Schedule 13D).
Exhibit 2: Letter Agreement, dated February 23, 1998, between Jesse S. Siegel
and Chic By H.I.S, Inc.
6
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 25, 1998 /s/ JESSE S. SIEGEL
------------------------------
JESSE S. SIEGEL
7
<PAGE> 8
EXHIBIT 2
February 23, 1998
VIA TELECOPIER
Chic By H.I.S, Inc.
1372 Broadway
New York, NY 10018
Attention: Burton M. Rosenberg
Gentlemen:
Reference is made to the Registration Rights Agreement, dated as of
November 20, 1992 (the "Registration Rights Agreement"), among Chic By H.I.S,
Inc., formerly known as Henry I. Siegel Holding Corp. (the "Company"), Jesse S.
Siegel and certain lenders of the Company named therein. Capitalized terms used
herein and not defined have the meanings ascribed to them in the Registration
Rights Agreement.
Pursuant to Section 2.1 of the Registration Rights Agreement, I hereby
make a request for the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act"), of all of the Registrable Securities
which I currently own, consisting of 500,000 shares of common stock, $.01 par
value share, of the Company ("Common Stock"). While I have no present intention
to dispose of my Registrable Securities, I would like to have the flexibility to
do so in the future. In that regard, please include language in the "Plan of
Distribution" section of the Registration Statement that would permit me to sell
such Registrable Securities from time to time through underwriters, dealers,
brokers or other agents or directly to one or more purchasers, in transactions
on The New York Stock Exchange, in privately negotiated transactions or by any
other lawful means.
2-1
<PAGE> 9
In addition, because I may be deemed to be an "affiliate" (as defined
in Rule 144 of the Securities Act) of the Company, I hereby request that the
other 650,043 shares of Common Stock which I currently own (including 10,000
shares purchasable upon the exercise of outstanding options) (the "Additional
Securities") be included in such Registration Statement. In consideration for
including such Additional Securities in the Registration Statement, I agree to
reimburse the Company for the $1,594 filing fee incurred by the Company as a
result of including the Additional Securities in the Registration Statement and
to pay the Company $23,406 as additional consideration. Finally, considering the
trading volume of the Common Stock on The New York Stock Exchange, I believe
that it would be mutually beneficial to the Company and myself to extend the
period during which the Registration Statement is required to remain effective
from 150 days to 270 days.
Kindly sign this letter in the space provided below to confirm (a) that
the Company will effect the registration of my Registrable Securities in
accordance with the Registration Rights Agreement, and (b) that the Company
agrees to include the Additional Securities as described above in the same
Registration Statement on the terms described above.
Very truly yours,
/s/ JESSE S. SIEGEL
------------------------------
JESSE S. SIEGEL
AGREED AND ACCEPTED:
CHIC BY H.I.S, INC.
By: /s/ BURTON M. ROSENBERG
-------------------------------
Burton M. Rosenberg
Chief Executive Officer
2-2
