sc13da507137002_11062009.htm

0000921895-09-002710.txt : 20091110 0000921895-09-002710.hdr.sgml : 20091110 20091110172424 ACCESSION NUMBER: 0000921895-09-002710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091110 DATE AS OF CHANGE: 20091110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS II LP CENTRAL INDEX KEY: 0001219602 IRS NUMBER: 134132983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Destination Maternity Corp CENTRAL INDEX KEY: 0000896985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 133045573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43965 FILM NUMBER: 091172972 BUSINESS ADDRESS: STREET 1: 456 N 5TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19123 BUSINESS PHONE: 2158732200 MAIL ADDRESS: STREET 1: 456 N 5TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19123 FORMER COMPANY: FORMER CONFORMED NAME: MOTHERS WORK INC DATE OF NAME CHANGE: 19930205 SC 13D/A 1 sc13da507137002_11062009.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da507137002_11062009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Destination Maternity Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

25065D100

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2009

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’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).

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS II, L.P., SERIES K
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 609,596
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 609,596
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,596
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 609,596
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 609,596
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,596
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 84,623
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 84,623
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,623
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 84,623
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 84,623
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,623
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON ERIC ROSENFELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 694,219
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 694,219
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 694,219
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 25065D100

1	NAME OF REPORTING PERSON ARNAUD AJDLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION BELGIUM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,7381
	8	SHARED VOTING POWER - 0 -2
	9	SOLE DISPOSITIVE POWER 3,7381
	10	SHARED DISPOSITIVE POWER - 0 -2
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,7381, 2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%2
14	TYPE OF REPORTING PERSON IN

1 Includes 2,000 shares of restricted stock granted to Mr. Ajdler on January 23, 2009, pursuant to the Issuer’s 2005 Equity Incentive Plan (the “Plan”). Under the Plan, such shares shall vest one year from the date of grant.

2 See Item 5.

CUSIP NO. 25065D100

The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 5 amends the Schedule 13D as specifically set forth.

Item 1 is hereby amended and restated to read as follows:

This statement relates to common stock, par value $0.01 (the “Shares”), of Destination Maternity Corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 456 North Fifth Street, Philadelphia, Pennsylvania 19123.

The first paragraph of Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 694,219 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $11,397,421. The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

The 3,738 shares owned by Mr. Ajdler were granted in connection with his appointment as a non-employee director of the Issuer pursuant to the Issuer’s 2005 Equity Incentive Plan.

Item 4 is hereby amended to add the following:

The Issuer, on the one hand, and Crescendo Partners II, Crescendo Investments II, Crescendo Partners III and Crescendo Investments III (collectively, the “Crescendo Parties”), on the other hand, have entered into a letter agreement dated November 6, 2009 (the “Letter Agreement”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the terms of the Letter Agreement, the Crescendo Parties agreed that the terms of the Confidentiality Letter Agreement dated March 10, 2008 remain in full force and effect, except to the extent specifically otherwise provided in the Letter Agreement. The Crescendo Parties also agreed to vote only for the nominees selected by the Issuer’s Board of Directors (the “Board”) for election to the Board at the 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”), provided such nominees include Mr. Ajdler or any other Representative (as defined therein) of the Crescendo Parties. Neither the Crescendo Parties nor any of their affiliates will take any action prior to the election of directors at the 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) to seek the removal of any current member of the Board or any director elected to the Board at the 2010 Annual Meeting.

Pursuant to the terms of the Letter Agreement, the Issuer agreed to recruit two new directors for election to the Board at the 2010 Annual Meeting, one of whom shall qualify as an “audit committee financial expert.” Additionally, any increase in the size of the Board and the filling of any Board vacancy prior to the 2011 Annual Meeting shall require the unanimous approval of the Nominating and Corporate Governance Committee. The Issuer also agreed, upon Mr. Ajdler’s re-election to the Board at the 2010 Annual Meeting, to cause Mr. Ajdler to be appointed as Chairman of the Compensation Committee at the first Board meeting following the 2010 Annual Meeting. The Board shall take no action to remove Mr. Ajdler, at any time prior to the 2011 Annual Meeting, as (i) Chairman of the Compensation Committee, (ii) a member of the Nominating and Corporate Governance Committee or (iii) a member of the Compensation Committee. In addition, for so long as Mr. Ajdler serves as a member of the Board, in the event that the date on which the Issuer notifies the Crescendo Parties of the slate of director candidates to be nominated for election at any meeting of stockholders occurring in 2011 or thereafter (the “Notification Date”) occurs fewer than 10 days before the deadline for stockholders to nominate candidates for election as a director at such meeting of stockholders in accordance with the Issuer’s By-Laws, the Crescendo Parties shall be entitled to nominate director candidates until the close of business on the 10th day following the Notification Date.

CUSIP NO. 25065D100

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 6,107,760 Shares outstanding, which is the total number of Shares reported to be outstanding as of July 31, 2009 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on August 10, 2009.

As of the close of business on November 6, 2009, Crescendo Partners II beneficially owned 609,596 Shares, constituting approximately 10.0% of the Shares outstanding. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 609,596 Shares owned by Crescendo Partners II, constituting approximately 10.0% of the Shares outstanding. As the managing member of Crescendo Investments II, which in turn is the general partner of Crescendo Partners II, Mr. Rosenfeld may be deemed to beneficially own the 609,596 Shares owned by Crescendo Partners II, constituting approximately 10.0% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 609,596 Shares owned by Crescendo Partners II by virtue of his authority to vote and dispose of such Shares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners II, except to the extent of their pecuniary interest therein.

As of the close of business on November 6, 2009, Crescendo Partners III beneficially owned 84,623 Shares, constituting approximately 1.4% of the Shares outstanding. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 84,623 Shares owned by Crescendo Partners II, constituting approximately 1.4% of the Shares outstanding. As the managing member of Crescendo Investments III, the general partner of Crescendo Partners III, Mr. Rosenfeld may be deemed to beneficially own the 84,623 Shares owned by Crescendo Partners III, constituting approximately 1.4% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 84,623 Shares owned by Crescendo Partners III by virtue of his authority to vote and dispose of such Shares. Crescendo Investments III and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners III, except to the extent of their pecuniary interest therein.

As of the close of business on November 6, 2009, Mr. Ajdler beneficially owned 3,738 Shares, constituting less than one percent of the Shares outstanding. Mr. Ajdler, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 609,596 Shares owned by Crescendo Partners II and the 84,623 Shares owned by Crescendo Partners III. Mr. Ajdler disclaims beneficial ownership of the Shares owned by Crescendo Partners II and Crescendo Partners III.

CUSIP NO. 25065D100

Item 5(c) is hereby amended to add the following:

Item 6 is hereby amended to add the following:

On November 6, 2009, the Reporting Persons and the Issuer entered into a Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1

Letter Agreement by and between Destination Maternity Corporation, on the one hand and each of Crescendo Partners II, L.P., Series K, Crescendo Investments II, LLC, Crescendo Partners III, L.P. and Crescendo Investments III, LLC, dated November 6, 2009.

CUSIP NO. 25065D100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 10, 2009	CRESCENDO PARTNERS II, L.P., SERIES K

	By:	Crescendo Investments II, LLC
		General Partner

	By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO INVESTMENTS II, LLC

	By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO PARTNERS III, L.P.

	By:	Crescendo Investments III, LLC
		General Partner

	By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO INVESTMENTS III, LLC

	By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

EX-99.1 2 ex91113da507137002_11062009.htm LETTER AGREEMENT ex91113da507137002_11062009.htm

Exhibit 99.1

November 6, 2009

Crescendo Partners II, L.P., Series K

Crescendo Investments II, LLC

Crescendo Partners III, L.P.

Crescendo Investments III, LLC

825 Third Avenue, 40th Floor

New York, NY 10022

Dear Sir or Madam:

You have previously entered into that certain Confidentiality Agreement with Destination Maternity Corporation, previously known as Mothers Work, Inc., (the "Company"), dated March 10, 2008 (the "Confidentiality Agreement") pursuant to which you and your directors, partners, officers, employees, agents, affiliates and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively "Representatives") agreed to take or abstain from taking certain actions as set forth in such agreement. You and your Representatives further agree to the undertakings and other terms and provisions set forth in this letter agreement. All capitalized terms used in this letter agreement and not otherwise defined shall have the respective meanings assigned to such terms in the Confidentiality Agreement.

You hereby agree that the terms of the Confidentiality Agreement remain in full force and effect in accordance with its terms, except to the extent specifically otherwise provided in this letter agreement.

You hereby agree to vote only for the nominees selected by the Company's Board of Directors (the "Board") for election to the Board at the 2010 Annual Meeting of Stockholders, provided such nominees include Arnaud Ajdler or any of your other Representatives.

You hereby agree that neither you nor any of your affiliates (as defined in rule 12b-2 under the Securities Exchange Act of 1934, as amended), will (and you and they will not assist or encourage others to), directly or indirectly, take any action prior to the election of directors at the 2011 Annual Meeting of Stockholders to seek the removal of any current member of the Board or any director elected to the Board at the 2010 Annual Meeting of Stockholders; provided, however, that nothing in this letter agreement shall limit your right to nominate a slate of director candidates for election at the 2011 Annual Meeting of Shareholders, subject to compliance with applicable provisions of the Company's By-Laws and the Confidentiality Agreement.

The Company hereby agrees to use commercially reasonable efforts to recruit two new directors for election to the Board at the 2010 Annual Meeting of Stockholders (collectively, the "10th and 11th Directors"), one of whom shall be a director whom the Board determines qualifies as an "audit committee financial expert," as that term is defined in Item 407(d)(5) of Regulation S-K, to chair the Board's Audit Committee; and the other of whom shall be a person experienced in matters relating to the Company's business. To the extent either or both of the 10th and 11th Directors are not identified in time for inclusion in the Company's proxy statement for the 2010 Annual Meeting of Stockholders, the Company agrees to use commercially reasonable efforts to identify and appoint such 10th or 11th Director(s) (as applicable) to the Board as soon thereafter as is reasonably practicable. The nomination of the 10th and 11th Director will require the unanimous approval of the Nominating and Corporate Governance Committee. In addition, prior to the 2011 Annual Meeting of Stockholders, any increase in the size of the Board and the filling of any vacancy on the Board shall require the unanimous approval of the Nominating and Corporate Governance Committee.

Upon Mr. Ajdler's re-election to the Board at the 2010 Annual Meeting of Stockholders, the Company agrees to use commercially reasonable efforts to cause Mr. Ajdler to be appointed as Chairman of the Compensation Committee at the first Board meeting following the 2010 Annual Meeting of Stockholders. The Company agrees that the Board shall take no action to remove Mr. Ajdler, at any time prior to the 2011 Annual Meeting of Stockholders, as (i) Chairman of the Compensation Committee, (ii) a member of the Nominating and Corporate Governance Committee or (iii) a member of the Compensation Committee.

For so long as Mr. Ajdler serves as a member of the Board, in the event that the date on which the Company notifies you of the slate of director candidates nominated for election at any meeting of stockholders occurring in 2011 or thereafter (the "Notification Date") occurs fewer than 10 days before the deadline for stockholders to nominate candidates for election as a director at such meeting of stockholders in accordance with the Company's By-Laws, Crescendo shall be entitled to an extension of time, until the close of business on the 10th day following the Notification Date, for the submission of any such director candidates along with all other information required by the By-Laws in connection therewith, and any such submission by Crescendo by the 10th day following the Notification Date shall be considered timely for purposes of the By-Laws.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company.

The Company has agreed to reimburse you for your reasonable out-of-pocket fees and expenses incurred in connection with the negotiation and execution of this letter agreement, including any filings with the SEC that may be required in connection with this letter agreement, provided that such reimbursement will not exceed $20,000 in the aggregate.

The Company agrees that as a condition of issuing any press release announcing this letter agreement, any of the terms contained in this letter agreement, or matters related to the resolutions of the Board approving this letter agreement and the declassification of the Board, such press release shall be reasonably acceptable to the Crescendo Parties. The Crescendo Parties agree that as a condition of issuing any press release announcing this letter agreement, any of the terms contained in this letter agreement, or matters related to the resolutions of the Board approving this letter agreement and the declassification of the Board, such press release shall be reasonably acceptable to the Company.

This letter agreement is for the benefit of the Company, and its directors, officers, stockholders, owners, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles or rules regarding conflicts of laws. All disputes arising from or relating to this letter agreement shall be heard exclusively in a court of competent jurisdiction within the State of Delaware, and the parties hereto consent to personal jurisdiction in such courts for such purposes, and further waive all objections on grounds of improper venue or forum non conveniens.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement among you and the Company.

Very truly yours,

DESTINATION MATERNITY CORPORATION

By: /s/ Edward M. Krell

Name: Edward M. Krell

Title: Chief Executive Officer

Accepted and agreed as of the date

first written above:

CRESCENDO PARTNERS II, L.P., SERIES K

By: Crescendo Investments II, LLC

General Partner

By: /s/ Eric Rosenfeld

Name: Eric Rosenfeld

Title: Managing Member

CRESCENDO INVESTMENTS II, LLC

By: /s/ Eric Rosenfeld

Name: Eric Rosenfeld

Title: Managing Member

CRESCENDO PARTNERS III, L.P.

By: Crescendo Investments III, LLC

General Partner

By: /s/ Eric Rosenfeld

Name: Eric Rosenfeld

Title: Managing Member

CRESCENDO INVESTMENTS III, LLC

By: /s/ Eric Rosenfeld

Name: Eric Rosenfeld

Title: Managing Member