UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)(1)
Mothers Work, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
619903107
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(Cusip Number)
Alan Wong
c/o Toppy International Ltd.
3/F. Wyler Centre 2, 200 Tai Lin Pai Road
Kwai Chung, N.T., Hong Kong
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 1996
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(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(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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(1) The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes.).
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SCHEDULE 13D
CUSIP No. 61990317 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Toppy International Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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7 SOLE VOTING POWER
NUMBER OF
217,365 Shares
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
217,365 Shares
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,365 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of Common Stock (the "Common Stock"), par
value $.01 per share, of Mothers Work, Inc. (the "Issuer"), a Delaware
corporation. The principal executive offices of the Issuer are located at 456
North 5th Street, Philadelphia, Pennsylvania.
Item 2. Identity and Background.
(a) This statement is being filed by Toppy International Ltd., a Hong Kong
company ("Toppy"). The persons listed on Schedule A annexed hereto are the
executive officers and directors of Toppy. Neither Toppy nor the persons listed
in Schedule A constitute a "group" within the meaning of Rule 13d- 5(b)(1) under
the Securities Exchange Act of 1934.
(b) The principal business address of Toppy is 3/F, Wyler Centre 2, 200 Tai
Lin Pai Road, Kwai Chung, N.T., Hong Kong. Schedule A sets forth the business
address and present principal occupation or employment of each of the officers
and directors of Toppy.
(c) Toppy is engaged in the business of designing, distributing and
marketing women's apparel.
(d) During the past five years, neither Toppy nor the persons listed on
Schedule A have been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) During the past five years, neither Toppy nor the persons listed on
Schedule A have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
such person 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 violations with respect to such laws.
(f) Schedule A sets forth the citizenship of each officer and director of
Toppy.
Item 3. Source and Amount of Funds or Other Consideration.
Toppy entered into an agreement (the "Agreement") as of November 18, 1996
with Episode USA, Inc. ("Episode"), a Delaware corporation and a subsidiary of
SC Fang & Sons (Holdings) Limited, a Hong Kong company, pursuant to which Toppy,
on December 11, 1996, purchased (the "Purchase") all of Episode's 217,365 shares
(the "Shares") of the Issuer's Common Stock at a per share price of $12.00 and
an aggregate sale price of
3
<PAGE>
$2,603,380. Toppy paid for the Shares out of funds from its working capital.
Item 4. Purpose of Transaction.
The Shares were acquired pursuant to the Agreement and, since Episode is a
debtor-in-possession in a Chapter 11 case currently before the United States
Bankruptcy Court for the Southern District of New York, Case No.
96-B-40371(JLG), pursuant to a Plan of Reorganization (the "Plan") filed by
Episode on August 20, 1996 with the bankruptcy court. Neither Toppy nor any of
the persons listed on Schedule A has any plans which relate to or would result
in or relate to any of the transactions described in subsections (a) through (j)
inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of December 11, 1996, Toppy beneficially owns 217,365 shares of
Common Stock, or approximately 6.1% of the Common Stock based on 3,559,027
shares of Common Stock outstanding as of August 1, 1996.
(b) Toppy has the sole power to vote or dispose of the Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See Item 3 for a brief description of the Agreement and Item 4 for a brief
description of the Plan.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement, dated as of November 18, 1996, between Episode USA,
Inc. and Toppy International Ltd.
4
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, the undersigned certifies that the information set forth in this
instrument is true, complete and correct.
Dated: December 23, 1996
TOPPY INTERNATIONAL LTD.
By: /s/ Alan Wong
--------------------------
Name: Alan Wong
Title:
5
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SCHEDULE A
Position with Present Principal
Name Citizenship Toppy Occupation
- ---- ----------- ------------- ------------------
Christine Fang Republic of Director Director, Toppy
7/F., Wyler Centre II Ireland International Ltd.
200 Tai Lin Pai Road
Kwai Chung, N.T.
Hong Kong
Jeffrey Fang Republic of Director Chief Executive
7/F., Wyler Centre II Ireland Chief Executive Officer, Toppy
200 Tai Lin Pai Road Officer International Ltd
Kwai Chung, N.T.
Hong Kong
Kenneth Fang Republic of Director Director, Fang
20-24 Kwai Wing Road Ireland Brothers Knitting
Kwai Chung, N.T. Ltd.
Hong Kong
Laurence Fang Republic of Director Director, Doulton
6th Floor Ireland Ltd.
Block C&D
Victorious Factory Bldg.
35-36 Tseuk Luk Street
Sanpokong, Kowloon
Hong Kong
Vincent Fang Republic of Director Director,
45-51 Kwok Shui Road Ireland Fantastic Garments
Kwai Chung, N.T. Ltd.
Hong Kong
Exhibit 1
AGREEMENT
This Agreement is entered into as of the 18th day of November 1996 by and
between EPISODE USA, INC., debtor and debtor-in-possession, a Delaware
corporation ("Episode") and TOPPY INTERNATIONAL LTD., a Hong Kong Corporation
("Toppy").
R E C I T A L S:
A. Episode is the owner of $217,365 shares of common stock par value $.01
of Mothers Work, Inc. (the "Mothers Work Stock").
B. Episode is a debtor-in-possession in a chapter 11 case currently before
the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"), Case No. 96-B-40371(JLG) (the "Chapter 11 Case").
C. Toppy desires to purchase the Mothers Work Stock on the terms and
conditions set forth herein.
D. Episode has filed a Plan of Reorganization dated August 20, 1996 (the
"Plan") in its Chapter 11 Case, which provides, inter alia, for the sale of the
Mothers Work Stock to Toppy.
E. Episode desires to borrow funds from Toppy in order to fulfill its
obligations under the Plan in the event and to the extent that Episode has
insufficient funds available from other sources to fulfill such obligations.
<PAGE>
F. Toppy has agreed to advance the funds required by Episode to fulfill its
obligations under the Plan in the event and to the extent such funds are
unavailable from other sources.
AGREEMENT
1. On the Effective Date of the Plan (as defined in the Plan"), Toppy shall
acquire Mothers Work Stock from Episode for a purchase price of $2,608,380 based
on a purchase price of $12.00 per share.
2. $1.5 million of the purchase price shall be placed in escrow with
Rosenman & Colin LLP, Episode's attorneys, prior to the hearing on confirmation
of the Plan scheduled for November 19, 1996. If the Plan is not confirmed for
any reason on or before December 15, 1996, such funds shall be returned to
Toppy.
3. Toppy will advance to Episode up to $1.5 million to be used by Episode
to meets its obligations under the Plan (the "Advances"). The Advances shall be
made from time to time as required by Episode. The Advances shall be repaid by
Episode from available assets including the Trademark License Payments (as
defined in the Plan) with interest at the rate of 9% as such payments are
received by Episode from funds otherwise payable under the Plan to Class 4
creditors. Any balance remaining due together with accrued interest shall be
paid on or before December 31, 1999. As security for the repayment of all
advances together with accrued interest, Episode hereby grants a lien to Toppy
on all its assets including but not limited to the Trademark License Payments
subordinate only to Episode's
<PAGE>
obligations under the Plan to all creditors other than Class 4 creditors.
4. This Agreement shall be incorporated into the Plan and shall be subject
to confirmation of the Plan by the Bankruptcy Court in the Chapter 11 Case.
IN WITNESS WHEREOF, Episode and toppy have executed and delivered this
Agreement on the date first above written.
EPISODE USA, INC.
By: /s/ Lita Chow
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TOPPY INTERNATIONAL LTD.
By: /s/ Alan Wong
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