-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KjCSVIH6KL29HpwM/19fREJf3RN3Is9zGk8jSKv91Fh3VTCAXkM7/3KoAAM6OjFA XEDgyDeHjT75lh3BSrqR3Q== 0001005477-96-000697.txt : 19961231 0001005477-96-000697.hdr.sgml : 19961231 ACCESSION NUMBER: 0001005477-96-000697 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961230 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTHERS WORK INC 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: 96688348 BUSINESS ADDRESS: STREET 1: 456 N 5TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19123 BUSINESS PHONE: 2158732200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EPISODE USA INC CENTRAL INDEX KEY: 0001019262 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 112750441 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EPISODE USA INC STREET 2: 1040 6TH AVE 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125960100 MAIL ADDRESS: STREET 1: 1040 6TH AVE 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 SCHEDULE 13D 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. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 619903107 - -------------------------------------------------------------------------------- (Cusip Number) Lita Chow c/o Episode USA, Inc. 1040 6th Avenue New York, New York 10018 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 1996 - -------------------------------------------------------------------------------- (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. - -------- (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.). SCHEDULE 13D CUSIP No. 61990317 Page 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Episode USA, Inc. Employer I.D.# 11-2750441 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 619903107 Page 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Fang & Sons (Holdings) Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 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 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 EX-99.1 2 JOINT FILING AGREEMENT 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 EX-99.2 3 AGREEMENT 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. 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 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 ---------------------------------- TOPPY INTERNATIONAL LTD. By: /s/ Alan Wong ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----