SUPREME INTERNATIONAL CORP
SC 13G/A, 1997-02-11
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G/A
                                (RULE 13D - 102)


             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)



                        SUPREME INTERNATIONAL CORPORATION
- -------------------------------------------------------------------------------
                                (Name of Issuer)



                          COMMON STOCK, $.01 PAR VALUE
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    868610106
- -------------------------------------------------------------------------------
                                 (CUSIP Number)




                                Page 1 of 7 pages
<PAGE>



                               CUSIP No. 868610106


(1)     Name of Reporting Persons  GEORGE FELDENKREIS

        S.S. or I.R.S. Identification Nos. of Above Persons

(2)     Check the Appropriate Box if a Member of a Group
        (See Instructions) (a) [ ]  (b) [ ]

(3)     SEC Use Only

(4)     Citizenship or Place of Organization  U.S.A.

        Number of         (5)      See Voting Power                  759,152
        Shares Bene-
        ficially          (6)      Shared Voting Power               316,017
        Owned by
        Each Report-      (7)      Sole Dispositive Power            759,152
        ing Person
        With              (8)      Shared Dispositive Power          316,017
 
(9)     Aggregate Amount Beneficially Owned by Each Reporting 
        Person                                                   1,075,169 1

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
        (See Instructions)[ ]

(11)    Percent of Class Represented by Amount in Row (9)         24.7% 2

(12)    Type of Reporting Person (See Instructions)            IN




- --------
1        Includes 241,017 shares of Common Stock owned by Carfel, Inc., of which
         company the Reporting Person is a director, executive officer and
         principal shareholder and 75,000 shares of Common Stock owned by the
         Feldenkreis Family Foundation, Inc., of which the Reporting Person is
         an officer and director.

2        Calculated on the basis of 4,351,287 shares of Common Stock outstanding
         on January 31, 1997.




                                Page 2 of 7 pages
<PAGE>



                               CUSIP No. 868610106


(1)     Name of Reporting Persons  CARFEL, INC.

        S.S. or I.R.S. Identification Nos. of Above Persons

(2)     Check the Appropriate Box if a Member of a Group
        (See Instructions) (a) |_|  (b) |_|

(3)     SEC Use Only

(4)     Citizenship or Place of Organization  U.S.A.

        Number of          (5)      See Voting Power                    -0-
        Shares Bene-
        ficially           (6)      Shared Voting Power             241,017
        Owned by
        Each Report-       (7)      Sole Dispositive Power              -0-
        ing Person
        With               (8)      Shared Dispositive Power        241,017
  
(9)     Aggregate Amount Beneficially Owned by Each Reporting 
        Person                                                      241,017

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
        (See Instructions)[ ]

(11)    Percent of Class Represented by Amount in Row (9)        5.5 1

(12)    Type of Reporting Person (See Instructions)         IN




- --------
1        Calculated on the basis of 4,351,287 shares of Common Stock outstanding
         on January 31, 1997.



                                Page 3 of 7 pages
<PAGE>



ITEM 1(A).     NAME OF ISSUER:

               SUPREME INTERNATIONAL CORPORATION

ITEM 1(B).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               7495 N.W. 48th Street
               Miami, Florida  33166

ITEM 2(A).     NAME OF PERSON FILING:

               George Feldenkreis and Carfel, Inc.

ITEM 2(B).     ADDRESS OF PRINCIPAL BUSINESS OFFICE:

               7495 N.W. 48 Street
               Miami, Florida  33166

ITEM 2(C).     CITIZENSHIP:

               U.S.A.

ITEM 2(D).     TITLE OF CLASS OF SECURITIES:

               Common Stock, $.01 Par Value

ITEM 2(C).     CUSIP NUMBER:

               868610106

ITEM 3.        IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 
               13D-2(B), IDENTIFY THE STATUS OF THE PERSON FILING:

               Not applicable.

ITEM 4.        OWNERSHIP:

I.      George Feldenkreis

        (a)    Amount Beneficiary Owned:  1,075,169 1 SHARES.



- --------
1        Includes 241,017 shares of Common Stock owned by Carfel, Inc., of which
         Company the Reporting Person is a director, executive officer and
         principal shareholder and 75,000 shares of Common Stock owned by the
         Feldenkreis Family Foundation, Inc., of which the Reporting Person is
         an officer and director.




                                Page 4 of 7 pages
<PAGE>



        (b)    Percent of Class:  24.7% 2

        (c)    Number of shares as to which such person has:

               (i)    sole power to vote or to                    759,152
                      direct the vote

               (ii)   shared power to vote or to                  316,017
                      direct the vote

               (iii)  sole power to dispose or to                 759,152
                      direct the disposition of

               (iv)   shared power to dispose or to               316,017
                      direct the disposition of

II.     Carfel, Inc.

        (a)    Amount Beneficiary Owned:  241,017 SHARES.

        (b)    Percent of Class:  5.5%

        (c)    Number of shares as to which such person has:

               (i)    sole power to vote or to                         -0-
                      direct the vote

               (ii)   shared power to vote or to                  241,017
                      direct the vote

               (iii)  sole power to dispose or to                      -0-
                      direct the disposition of

               (iv)   shared power to dispose or to               241,017
                      direct the disposition of

ITEM 5.        OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

               If this statement is being filed to report the fact that as of
               the date hereof the reporting person has ceased to be the
               beneficial owner of more than five percent of the class of
               securities, check the following [ ]

ITEM 6.        OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

               Not applicable.

- --------

2        Calculated on the basis of 4,351,287 shares of Common Stock outstanding
         on January 31, 1997.




                                Page 5 of 7 pages
<PAGE>



ITEM 7.        IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
               COMPANY:

               Not applicable.

ITEM 8.        IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

               Not applicable.

ITEM 9.        NOTICE OF DISSOLUTION OF GROUP:

               Not applicable.

ITEM 10.       CERTIFICATION:

               Not applicable.




                                Page 6 of 7 pages

<PAGE>


                                    SIGNATURE

        After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

February 4, 1997                                  /S/ GEORGE FELDENKREIS
                                                  -------------------------
                                                  George Feldenkreis



                                                  CARFEL, INC.



February 4, 1997                                  /S/ GEORGE FELDENKREIS
                                                  -------------------------
                                                  By:  George Feldenkreis
                                                        President




                                Page 7 of 7 pages


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