PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
(To Prospectus dated July 24, 1998) Registration No. 333-59309
MOTHERS WORK, INC.
26,784 Share of Common Stock,
$.01 par value per share
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This document supplements the Prospectus dated July 24, 1998 relating to
the resale by Selling Stockholders of a total of 26,784 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock") of Mothers Work,
Inc. (the "Company"). The shares were initially acquired by the Selling
Stockholders in a private placement as part of the consideration for their
consent, as holders of the Company's 12 5/8% Senior Notes due 2005 (the
"Notes"), to an amendment of the indenture relating to the Notes. This
Prospectus Supplement is incorporated by reference into the Prospectus, and all
terms used herein shall have the meaning assigned to them in the Prospectus. The
Common Stock is traded on Nasdaq under the symbol "MWRK." On September 30, 1998,
the closing sales price of the Common Stock, as reported by Nasdaq, was $10.75
per share.
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See "Risk Factors" beginning on page 4 of the accompanying Prospectus for a
description of certain factors that should be considered by prospective
investors.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 30, 1998.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information concerning the names
of the Selling Stockholders and certain information regarding the beneficial
ownership of the Company's Common Stock by certain of the Selling Stockholders
as of August 31, 1998, and as adjusted to reflect the sale of the shares offered
by this Prospectus:
<TABLE>
<CAPTION>
Number of Shares
Beneficially
Owned Prior To Number of
Name (1) Offering Shares Offered (2)
- ---- ----------------- ---------------
<S> <C> <C>
Variable Insurance Products Fund: High Income Portfolio (3) 2,952 2,952
Fidelity Puritan Trust: Fidelity Puritan Fund (3) 2,416 2,416
Fidelity Advisor Series II: Fidelity Advisor Balanced Fund (3) 70 70
Fidelity Advisor World Global High Income Fund (3) 79 79
Fidelity Management Trust Company (on behalf of accounts
managed by it) (4) 387 387
Variable Insurance Products Fund III: Balanced Portfolio(3) 3 3
Putnam Balanced Retirement Fund (5) 12 12
Putnam Convertible Opportunities and Income Trust (5) 58 58
Putnam Diversified Income Trust (5) 844 844
Putnam Equity Income Fund (5) 3 3
Putnam Funds Trust-Putnam High Yield Trust II (5) 619 619
The George Putnam Fund of Boston (5) 44 44
Putnam High Income Convertible and Bond Fund (5) 73 73
Putnam High Yield Advantage Fund (5) 2,655 2,655
Putnam High Yield Trust (5) 2,604 2,604
Putnam Income Fund (5) 73 73
Putnam Managed High Yield Trust (5) 175 175
Putnam Master Income Trust (5) 182 182
Putnam Master Intermediate Income Trust (5) 175 175
Putnam Premier Income Trust (5) 466 466
Putnam Strategic Income Fund (5) 73 73
Putnam Variable Trust-PVT Diversified Income Fund (5) 233 233
Putnam Variable Trust-PVT High Yield Fund (5) 592 592
Travelers Series Fund Inc. - Putnam Diversified
Income Portfolio (5) 44 44
Putnam Offshore Funds (Cayman) Ltd. - Putnam Diversified
Income Fund (5) 15 15
Dana Farber Cancer Institute (5) 15 15
Employees' Retirement Plan of Agway, Inc. (5) 58 58
Abbott Laboratories Annuity Retirement Plan (5) 65 65
Ameritech Global Asset Allocation (5) 15 15
Ameritech Corporation Pension Plan (5) 175 175
Mobil Oil Corporation Retirement Plans (5) 82 82
CBO Limited I (5) 1,645 1,645
CBO Limited II (5) 2,111 2,111
Putnam High Yield Managed Trust (5) 446 446
Putnam High Yield Fixed Income Fund, LLC (5) 102 102
</TABLE>
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1 None of the Selling Stockholders referenced herein has held any
position or office with, been employed by or otherwise has had a
material relationship with, the Company or any of its affiliates
during the three years prior to the date hereof.
2 Because the Selling Stockholders may offer all or some portion of the
referenced shares of Common Stock pursuant to this Prospectus or
otherwise, no estimate can be given as to the amount or percentage of
shares of Common Stock that will held by the Selling Stockholders upon
termination of any such sale. In addition, the Selling Stockholders
identified may have sold, transferred or otherwise disposed of all or
some portion of its shares of Common Stock since August 31, 1998 in
transactions exempt from the registration requirements of the
Securities Act of 1933, as emended. The Selling Stockholders may sell
all, part or none of the shares of Common Stock set forth hereunder.
2
<PAGE>
3 The entity is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment
Company Act of 1940, as amended, or a private investment account
advised by Fidelity Management & Research Company ("FMR Co."). FMR Co.
is a Massachusetts corporation and an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940, as amended,
and provides investment advisory services to each entity identified,
and to other registered investment companies and to certain other
funds which are generally offered to a limited group of investors. FMR
Co. is a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts
corporation. The beneficial owner's mailing address is c/o Fidelity
Management & Research Company, 82 Devonshire Street - E20E, Boston, MA
02109.
4 Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for
which Fidelity Management Trust Company ("FMTC") serves as trustee or
managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act, as amended.
The beneficial owner's mailing address is c/o Fidelity Management &
Research Company, 82 Devonshire Street - E20E, Boston, MA 02109.
5 The beneficial owner's mailing address is c/o Putnam Investment
Management, Incorporated, One Post Office Square, Boston, MA 02109.
The Shares were originally acquired by the Selling Stockholders in a
private placement exempt from registration pursuant to Section 4(2) of the
Securities Act as part of the consideration for their consent, as holders of the
Notes, to an amendment of indebtedness covenants in the indenture relating to
the Notes. The Shares have been registered pursuant to the Registration Rights
Agreement dated as of June 9, 1998, by and among the Company and certain of the
Selling Stockholders (the "Registration Rights Agreement") which provides that
the Company file a registration statement with regard to the Shares within 30
days of the expiration of the consent solicitation period relating to the Notes
and keep a registration statement effective until the earlier of (i) the sale of
all of the Shares in accordance with such registration statement or (ii) such
time as the Shares are saleable by the holders thereof pursuant to Rule 144
under the Securities Act. Although none of the Selling Stockholders has advised
the Company that it currently intends to sell all or any of the Shares pursuant
to this Prospectus, the Selling Stockholders may choose to sell the Shares from
time to time upon notice to the Company. See "Plan of Distribution."
The Prospectus will be further supplemented to set forth the name and
number of shares beneficially owned by the Selling Stockholders other than those
referenced above (the "Other Selling Stockholders") that intend to sell their
Shares and the number of Shares to be offered. The Prospectus Supplement will
also disclose whether any of such Other Selling Stockholders selling in
connection with such Prospectus Supplement has held any position or office with,
been employed by or otherwise has had a material relationship with, the Company
or any of its affiliates during the three years prior to the date of the
Prospectus Supplement.
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