MOTHERS WORK INC
8-K, 1998-07-15
WOMEN'S CLOTHING STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 Current Report


                Filed pursuant to Section 12, 13, or 15(d) of the
                         Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): July 9, 1998




                               MOTHERS WORK, INC.
                 ----------------------------------------------
                 (Exact name of issuer as specified in charter)




          DELAWARE                     0-21196               13-3045573
- ---------------------------------    -----------        ----------------------
    (State or Other Jurisdiction     (Commission          (I.R.S. Employer
of Incorporation or Organization)    file number)       Identification Number)




                              456 North 5th Street
                             Philadelphia, PA 19123
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (215) 873-2200
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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Item 5.  Other Events.

         On July 9, 1998 the Company announced its net sales for the month of
June 1998, certain additional changes in conjunction with the previously
announced restructuring of its Episode business, and results of operations for
the third quarter of fiscal 1998. A copy of the Company's press release is
attached hereto as an exhibit.




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

99.1 Press release dated July 9, 1998.




                                       -2-



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                                    SIGNATURE
                                    ---------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    MOTHERS WORK, INC.


Date: July 15, 1998                 By: /s/ Thomas Frank
                                        -------------------------------------
                                        Thomas Frank, Chief Financial Officer


                                       -3-



<PAGE>



                                  EXHIBIT INDEX



Exhibit  No.                Description
- ------------                -----------

   99.1                     Press release dated July 9, 1998.





<PAGE>




                                                                    Exhibit 99.1
                                                                    ------------
                                  PRESS RELEASE
                                  -------------

                        (For Further Information Contact:
               Tom Frank, Chief Financial Officer (215) 873-2200)


                      MOTHERS WORK, INC. REPORTS JUNE SALES


         PHILADELPHIA, PA, July 9 -- Mothers Work, Inc. (Nasdaq: MWRK), the Real
Time Retailer (TM), today announced that net sales for the month of June 1998
increased 21.9% to approximately $24.5 million from approximately $20.1 million
for the month of June 1997. Comparable store sales in its core maternity
clothing business for June 1998 increased 16.1% (based on 451 stores) versus a
comparable store sales increase of 2.9% (based on 402 stores) for the June 1997
period. The Episode(R) America stores (non-maternity) produced a comparable
store sales increase of 41.7% (based on 26 stores) versus a comparable store
sales increase of 15.2% (based on 20 stores) for the June 1997 period.

         The Company previously announced on May 10, 1998, that it would close
or convert to maternity approximately 21 Episode retail locations, primarily in
outlet centers, as an initial step in the restructuring of its Episode business.
In connection with these store closings and related actions, the Company
announced a charge in the third fiscal quarter of $5.4 million, the cash portion
of which is approximately $1.8 million. In conjunction with its efforts to
liquidate its Episode inventory the Company took an additional $2.0 million
charge in the third quarter, with no cash portion. Total one-time charges in the
third quarter related to Episode are $7.4 million.

         During the month of June, the Company closed 2 maternity locations and
one Episode location bringing the total to 620 locations.

         Net sales for the third quarter increased 24.5% to $79.9 million from
$64.2 million in the same quarter of the preceding year. Comparable store sales
for all maternity clothing stores increased 16.5% during the third quarter of
fiscal 1998 (based on 444 stores) versus a comparable store sales increase of
0.9% during the third quarter of fiscal 1997 (based on 387 stores). Comparable
store sales for the Episode(R) America stores (non-maternity) during the third
quarter produced a comparable store sales increase of 24.5% (based on 24
stores).

         During the third fiscal quarter the Company opened 5 new maternity
locations and closed 9 maternity locations and 5 Episode locations ending the
quarter with 620 locations compared with 555 on June 30, 1997.

         Mothers Work is the Real Time Retailer(TM), using its custom
TrendTrack(TM) computer systems and quick response replenishment process to
"give the customer what she wants, when she wants it." Mothers Work operates 620
locations, including 574 maternity clothing locations and 46 Episode(R) upscale
"bridge" women's apparel locations of which approximately 16 remain to be closed
or converted as previously announced.

         Episode America, a division of Mothers Work, Inc., is licensed to use
the EPISODE(R) trademark by Episode USA, Inc.


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