UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(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)
Lita Chow
c/o Episode USA, Inc.
1040 6th Avenue
New York, New York 10018
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(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.).
<PAGE>
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
Episode USA, Inc. Employer I.D.# 11-2750441
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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*
Not applicable
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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
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 619903107 Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SC Fang & Sons (Holdings) Limited
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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*
Not applicable
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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
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 is filed pursuant to Rule 13d-2(a) promulgated under
the Securities Exchange Act of 1934 and amends the Schedule 13D previously filed
with the Securities and Exchange Commission by the reporting persons on July 22,
1996.
Item 1. Security and Issuer.
No changes.
Item 2. Identity and Background.
No changes.
Item 3. Source and Amount of Funds or Other Consideration.
Episode USA, Inc. ("Episode"), a Delaware corporation and a subsidiary of
SC Fang & Sons (Holdings) Limited, a Hong Kong company ("SC Fang"), entered into
an agreement (the "Agreement") as of November 18, 1996 with Toppy International
Ltd., a Hong Kong corporation ("Toppy"), pursuant to which Episode, on December
11, 1996, sold to Toppy (the "Sale") all of Episode's 217,365 shares of common
stock, par value $.01 per share, of Mothers Work, Inc. (the "Common Stock") at a
per share price of $12.00 and an aggregate sale price of $2,603,380.
Item 4. Purpose of Transaction.
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). On August 20, 1996, Episode filed a Plan of Reorganization
(the "Plan") with the bankruptcy court in its chapter 11 case. The Sale was
effected as part of and pursuant to the Plan.
Item 5. Interest in Securities of the Issuer.
(a) & (b) As a result of the Sale, neither Episode nor SC Fang directly or
beneficially own any securities of the Issuer.
(c) Not applicable.
(d) As a result of the Sale, Toppy beneficially owns and has the sole
power to vote and dispose of 217,365 shares of Common Stock.
(e) As of December 11, 1996, Episode and SC Fang ceased to be the
beneficial owners of more than five percent of the Common Stock.
4
<PAGE>
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: Joint Filing Agreement
Exhibit 2: Agreement, dated as of November 18, 1996, between Episode USA,
Inc. and Toppy International Ltd.
5
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this instrument is true,
complete and correct.
Dated: Dated December 23, 1996
EPISODE USA, INC. SC FANG & SONS (HOLDINGS)
LIMITED
By: /s/ Lita Chow By: /s/ Kenneth Fang
------------------------ ----------------------------
Name: Lita Chow Name: Kenneth Fang
Title: President Title: Director
6
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statements to the Amendment No.1 to
Schedule 13D with respect to the shares of common stock, $.01 par value per
share, of Mothers Work, Inc., dated December 23, 1996, is, and any further
amendments to such Schedule 13D signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: December 23, 1996
EPISODE USA, INC. SC FANG & SONS (HOLDINGS)
LIMITED
By: /s/ Lita Chow By: /s/ Kenneth Fang
-------------------------- ----------------------------
Name: Lita Chow Name: Kenneth Fang
Title: President Title: Director
Exhibit 2
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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