SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Mothers Work, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
619 903 10 7
(CUSIP Number)
Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Suite 1820, North Tower
Royal Bank Plaza
Toronto, Ontario, Canada M5J 2J4
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1998
(Date of Event which Requires Filing of this Statement)
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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 |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subsequent
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).
CUSIP No. 619 903 10 7 13D Page 2 of 10 Pages
(1) Name of Reporting Persons. IRS Identification Nos.
of Above Persons (entities only)
Oakmont Capital Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Ontario, Canada
(7) Sole Voting Power
Number of 173,800
Shares Beneficially
Owned (8) Shared Voting Power
by Each 0
Reporting
Person With (9) Sole Dispositive Power
173,800
(10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
259,000 (See Item 5 herein)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
7.2% (See Item 5 herein)
(14) Type of Reporting Person (See Instructions)
CO
CUSIP No. 619 903 10 7 13D Page 3 of 10 Pages
(1) Name of Reporting Persons. IRS Identification Nos. of
Above Persons (entities only)
E.J.K. Real Estate Services Limited
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Ontario, Canada
(7) Sole Voting Power
Number of 30,000
Shares Beneficially
Owned (8) Shared Voting Power
by Each 173,800
Reporting
Person With (9) Sole Dispositive Power
30,000
(10) Shared Dispositive Power
173,800
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
259,000 (See Item 5 herein)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
7.2% (See Item 5 herein)
(14) Type of Reporting Person (See Instructions)
CO
CUSIP No. 619 903 10 7 13D Page 4 of 10 Pages
(1) Name of Reporting Persons. IRS Identification Nos. of Above
Persons (entities only)
1272562 Ontario Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Ontario, Canada
(7) Sole Voting Power
Number of 0
Shares Beneficially
Owned (8) Shared Voting Power
by Each 173,800
Reporting
Person With (9) Sole Dispositive Power
0
(10) Shared Dispositive Power
173,800
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
259,000 (See Item 5 herein)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
7.2% (See Item 5 herein)
(14) Type of Reporting Person (See Instructions)
CO
CUSIP No. 619 903 10 7 13D Page 5 of 10 Pages
(1) Name of Reporting Persons. IRS Identification Nos. of Above
Persons (entities only)
Terence M. Kavanagh
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Canada
(7) Sole Voting Power
Number of 7,400
Shares Beneficially
Owned (8) Shared Voting Power
by Each 206,800
Reporting
Person With (9) Sole Dispositive Power
7,400
(10) Shared Dispositive Power
206,800
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
259,000 (See Item 5 herein)
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |X|
(See Item 5 herein)
(13) Percent of Class Represented by Amount in Row (11)
7.2% (See Item 5 herein)
(14) Type of Reporting Person (See Instructions)
IN
CUSIP No. 619 903 10 7 13D Page 6 of 10 Pages
(1) Name of Reporting Persons. IRS Identification Nos. of Above
Persons (entities only)
Gregory P. Hannon
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a) |X|
(b) |_|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Canada
(7) Sole Voting Power
Number of 43,800
Shares Beneficially
Owned (8) Shared Voting Power
by Each 174,800
Reporting
Person With (9) Sole Dispositive Power
43,800
(10) Shared Dispositive Power
174,800
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
259,000
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) |X|
(See Item 5 herein)
(13) Percent of Class Represented by Amount in Row (11)
7.2%
(14) Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange
Commission on October 8, 1998 by Oakmont Capital Inc., an Ontario
corporation ("Oakmont"), E.J.K. Real Estate Services Limited, an Ontario
corporation ("EJK"), 1272562 Ontario Inc., an Ontario corporation
("1272562"), and Gregory P. Hannon and Terence M. Kavanagh, each of whom
are citizens of Canada (collectively, the "Reporting Persons") relating to
the shares ("Shares") of common stock, par value $0.01 per share, of
Mothers Work, Inc. (the "Issuer"), is amended to furnish the additional
information set forth herein. All capitalized terms contained herein but
not defined herein shall have the meaning ascribed to such terms in the
previously filed statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The net purchase price of the 36,600 Shares purchased by the
Reporting Persons was $340,552 (including commissions). The source of
funding for the purchase of these Shares was general working capital of
Oakmont and personal funds of each of Messrs Kavanagh and Hannon.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on November 17, 1998, the
Reporting Persons may be deemed to beneficially own, in the aggregate,
259,000 Shares, representing approximately 7.2% of the Issuer's outstanding
Shares (based upon the 3,597,997 Shares stated to be outstanding as of
August 3, 1998 by the Issuer in its Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on August 10, 1998).
(b) Oakmont has sole voting power and sole dispositive power
with respect to the 173,800 Shares that it owns directly. Oakmont may be
deemed to be a beneficial owner of the balance of the 259,000 Shares
beneficially owned by the Group, by virtue of its participation in the
Group.
EJK has sole voting power and sole dispositive power with
respect to the 30,000 Shares that it owns directly. EJK has shared voting
power and shared dispositive power with respect to the 173,800 Shares owned
directly by Oakmont, by virtue of EJK's ownership of 50% of the outstanding
voting stock of Oakmont and its right to nominate one of the two members of
the Board of Directors of Oakmont. EJK may be deemed to be a beneficial
owner of the balance of the 259,000 Shares beneficially owned by the Group,
by virtue of its participation in the Group.
1272562 has shared voting power and shared dispositive
power with respect to the 173,800 Shares owned directly by Oakmont, by
virtue of its ownership of 50% of the outstanding voting stock of Oakmont
and its right to nominate one of the two members of the Board of Directors
of Oakmont. 1272562 may be deemed to be a beneficial owner of the balance
of the 259,000 Shares beneficially owned by the Group, by virtue of its
participation in the Group.
Mr. Kavanagh has sole voting power and sole dispositive
power with respect to 7,400 Shares owned through a self-directed Retirement
Savings Plan. Mr. Kavanagh has shared voting power and shared dispositive
power with respect to the following Shares:
(i) the 30,000 Shares owned directly by EJK, by virtue
of Mr. Kavanagh's ownership of all of the
outstanding voting stock of EJK;
(ii) 3,000 Shares owned directly by the Estate of Edwin
J. Kavanagh, of which Mr. Kavanagh is one of three
trustees; and
(iii) the 173,800 Shares owned directly by Oakmont, by
virtue of Mr. Kavanagh's ownership of all the
outstanding voting stock of EJK, and EJK's
ownership of 50% of the outstanding voting stock of
Oakmont and its right to nominate one of the two
members of the Board of Directors of Oakmont.
Mr. Kavanagh may be deemed to be a beneficial owner of the balance
of the 259,000 Shares beneficially owned by the Group, by virtue of his
participation in the Group.
Mr. Kavanagh's spouse owns directly 1,900 Shares and his mother
owns, directly and through a Retirement Income Fund, 17,300 Shares, as to
which Mr. Kavanagh disclaims beneficial ownership.
Mr. Hannon has sole voting power and sole dispositive power
with respect to the following Shares:
(i) 33,800 Shares owned directly by him or through a
self-directed Retirement Savings Plan; and
(ii) 10,000 Shares owned directly by two trusts for Mr.
Hannon's children; Mr. Hannon is the sole trustee
of each such trust.
Mr. Hannon has shared voting power and shared dispositive power with
respect to the following Shares:
(iii) 1,000 Shares owned directly by Gilter Inc., an
Ontario corporation of which all of the outstanding
voting stock is owned by the Gregory Hannon Family
Trust, of which Mr. Hannon is one of two trustees; and
(iv) the 173,800 Shares owned directly by Oakmont, by
virtue of his ownership all of the capital stock of
1272562, and 1272562's ownership of 50% of the
outstanding voting stock of Oakmont and its right
to nominate one of the two members of the Board of
Directors of Oakmont.
Mr. Hannon may be deemed to be a beneficial owner of the balance of
the 259,000 Shares beneficially owned by the Group, by virtue of his
participation in the Group.
Mr. Hannon's spouse owns directly 13,500 Shares, as to which
Mr. Hannon disclaims beneficial ownership.
(c) The following table sets forth all transactions with
respect to Shares effected during the past 60 days by any of the Reporting
Persons. All such transactions were effected in the open market.
NO. OF SHARES PRICE
NAME DATE PURCHASED PER SHARE
Oakmont 10/28/98 12,000 $ 8.563
Oakmont 10/30/98 2,000 $ 8.250
Oakmont 11/03/98 2,900 $ 8.250
Oakmont 11/11/98 300 $ 9.375
Oakmont 11/12/98 8,000 $10.000
Oakmont 11/12/98 400 $10.000
Oakmont 11/12/98 5,000 $10.625
Oakmont 11/12/98 100 $10.750
Oakmont 11/13/98 600 $10.375
Oakmont 11/13/98 3,100 $10.875
Oakmont 11/13/98 900 $11.000
Oakmont 11/17/98 2,200 $ 9.875
Gregory P. Hannon 10/27/98 2,700 $ 8.563
Terence M. Kavanagh 10/09/98 900 $ 9.875
Terence M. Kavanagh 10/26/98 2,000 $ 8.594
Terence M. Kavanagh 10/27/98 1,500 $ 8.563
E.J.K. 11/12/98 (8,000) $10.000
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36,600
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: November 19, 1998
OAKMONT CAPITAL INC.
By /s/ Terence M. Kavanagh
____________________________
Terence M. Kavanagh
President
E.J.K. REAL ESTATE SERVICES LIMITED
By /s/ Terence M. Kavanagh
____________________________
Terence M. Kavanagh
President
1272562 ONTARIO INC.
By /s/ Gregory P. Hannon
____________________________
Gregory P. Hannon
President
/s/ Terence M. Kavanagh
____________________________
Terence M. Kavanagh
/s/ Gregory P. Hannon
___________________________
Gregory P. Hannon
