UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)(1)
MOTHERS WORK, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
619903 10 7
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(CUSIP Number)
MVP Distribution Partners with a copy to:
201 King of Prussia Road Paul A. Gajer, Esq.
Suite 240 Sonnenschein Nath & Rosenthal
Radnor, PA 19087 1221 Avenue of the Americas 25th Floor
Attn: Robert E. Brown, Jr. New York, NY 10020-1089
(610) 254-2999
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 2006
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(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(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 this schedule, including all exhibits. See Rule 13d-7(b) 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).
(Continued on following page(s))
SCHEDULE 13D
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CUSIP No. 619903 10 7 Page 2 of 6 pages
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1 NAME OF REPORTING PERSONS: MVP Distribution Partners
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 23-2796369
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:* 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Pennsylvania
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Number of 7 SOLE VOTING POWER 374,645 shares 7.0%
Shares ----------- --------------------------------------------------
Beneficially 8 SHARED VOTING POWER 0 shares 0%
Owned by ----------- --------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER 374,645 shares 7.0%
Reporting ----------- --------------------------------------------------
Person With 10 SHARED DISPOSITIVE POWER 0 shares 0%
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 374,645 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.0%
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14 TYPE OF REPORTING PERSON:* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 619903 10 7 Page 3 of 6 pages
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This Amendment No. 2 solely amends the information contained in Amendment
No. 1 to the statement on Schedule 13D (filed with the U.S. Securities and
Exchange Commission on June 16, 2006) by updating the address of the Reporting
Person. There are no other substantive changes to the information contained in
Amendment No. 1.
ITEM 1. Security and Issuer.
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This constitutes Amendment No. 2 to the statement on Schedule 13D
originally filed with the U.S. Securities and Exchange Commission on June 10,
2002 (the "Schedule 13D") by MVP Distribution Partners, a Pennsylvania limited
partnership (the "Reporting Person"), relating to the shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of Mothers Work, Inc. (the
"Issuer"), a Delaware corporation, which has its principal executive office at
456 North Fifth Street, Philadelphia, Pennsylvania 19123, is amended to furnish
the additional information set forth herein.
Except as otherwise described herein, the information contained in the
Schedule 13D remains in effect, and 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. Information given in response to
each item in Schedule 13D shall be deemed incorporated by reference in all other
items.
ITEM 2. Identity and Background.
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Item 2 is hereby amended as follows:
1. By deleting the first sentence of the first paragraph thereof in its
entirety, and by substituting therefor the following:
The information set forth below is given with respect to (A) the Reporting
Person, (B) each of the general partners of the Reporting Person, TAP, LLC
("TAP, LLC"), a Delaware limited liability company, JAH, LLC ("JAH, LLC"), a
Delaware limited liability company and REB, LLC, a Delaware limited liability
company ("REB, LLC"), and (C) each of the members of TAP, LLC, JAH, LLC and REB,
LLC.
2. By deleting the table contained therein in its entirety, and by
substituting therefor the following:
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CUSIP No. 619903 10 7 Page 4 of 6 pages
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----------------- --------------------------------- -------------------------------------------------------------- ----- ----- ----
(a) (b) (c) (d) (e) (f)
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MVP 201 King of Prussia Road To purchase, manage, hold, own, invest in, and dispose No No N/A
Distribution Suite 240 of all or any portion of securities of companies.
Partners Radnor, PA 19087
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REB, LLC c/o MVP Distribution Partners To serve as general partner of the Reporting Person. No No N/A
201 King of Prussia Road
Suite 240
Radnor, PA 19087
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TAP, LLC c/o MVP Distribution Partners To serve as general partner of the Reporting Person. No No N/A
201 King of Prussia Road
Suite 240
Radnor, PA 19087
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JAH, LLC c/o MVP Distribution Partners To serve as general partner of the Reporting Person. No No N/A
201 King of Prussia Road
Suite 240
Radnor, PA 19087
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Robert E. c/o MVP Distribution Partners Sole Member and Manager of REB, LLC. Mr. Brown is the No No U.S.
Brown, Jr. 201 King of Prussia Road (1) sole stockholder and President of Meridian Venture
Suite 240 Partners II, Co., the general partner of MVP II G.P.,
Radnor, PA 19087 L.P. which, in turn, is the general partner of Meridian
Venture Partners II, LP, (2) general partner of Meridian
Venture Partners, (3) sole stockholder and President of
MVP Management Company, the management agent for Meridian
Venture Partners II, LP, and (4) controlling stockholder
and President of Venture Investment Management Inc., the
management agent for Meridian Venture Partners. The
principal business of Meridian Venture Partners II, LP and
of Meridian Venture Partners is to purchase, manage, hold,
own, invest in, and dispose of all or any portion of
securities of companies.
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Thomas A. Penn c/o MVP Distribution Partners Sole Member and Manager of TAP, LLC. Mr. Penn is an No No U.S.
201 King of Prussia Road executive officer of MVP Management Company and a limited
Suite 240 partner of MVP II G.P.
Radnor, PA 19087
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Joseph A. Hawke c/o MVP Distribution Partners Sole Member and Manager of JAH, LLC. Mr. Hawke is an No No U.S.
201 King of Prussia Road executive officer of MVP Management Company and a
Suite 240 limited partner of MVP II G.P.
Radnor, PA 19087
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CUSIP No. 619903 10 7 Page 5 of 6 pages
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ITEM 4. Purpose of Transaction.
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Item 4 is hereby amended as follows:
1. By deleting the first paragraph thereof in its entirety, and by
substituting therefor the following:
The Reporting Person acquired its shares of Common Stock for investment
purposes. The Reporting Person periodically reviews its investment in the Issuer
and the business, financial condition and capitalization of the Issuer and may,
from time to time determine to take various actions based on such review,
including, without limitation, acquiring additional shares of Common Stock in
open market transactions or in privately negotiated transactions, selling all or
any portion of its interest in the Issuer based on market conditions and other
conditions which the Reporting Person may deem relevant, or taking any other
action described in subsections (a) through (j) of Item 4 of Schedule 13D that
could have the purpose or effect of directly or indirectly acquiring or
influencing control of the Issuer.
Although the foregoing reflects potential activities of the Reporting
Person with respect to the Issuer, the foregoing is subject to change at any
time and there can be no assurance that the Reporting Person will take any of
the actions referred to above or participate in a group that will take any of
the actions referred to above.
2. By deleting the last sentence of the second paragraph thereof in its
entirety, and by substituting therefor the following:
As of the date hereof, the general partners of the Reporting Person are
REB, LLC, TAP, LLC and JAH, LLC, all of which, as general partners of the
Reporting Person, disclaim beneficial ownership of the shares of Common Stock
owned by the Reporting Person.
ITEM 5. Interests in Securities of the Issuer.
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The Reporting Person
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(a) The Reporting Person beneficially owns 374,645 shares of Common Stock
which, based on 5,318,861 shares of Common Stock outstanding, as indicated in
the Issuer's Form 10-Q, filed with the Securities and Exchange Commission as of
May 10, 2006 (File No. 000-21196), represent 7.0% of the outstanding shares of
Common Stock. All of the persons (other than the Reporting Person) listed in
ITEM 2 above disclaim any beneficial ownership of the shares of Common Stock
owned by the Reporting Person.
(b) The Reporting Person has the sole power to vote and dispose of all of
the shares of Common Stock owned by it.
(c) None.
(d) Not Applicable.
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CUSIP No. 619903 10 7 Page 6 of 6 pages
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(e) Not Applicable.
Brown
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(a) Brown, individually, beneficially owns 83,942 shares of Common Stock,
and in his capacity as sole trustee and beneficiary of Venture Investment
Management, Inc. Pension Plan, beneficially owns an additional 19,400 shares of
Common Stock which, based on 5,318,861 shares of Common Stock outstanding, as
indicated in the Issuer's Form 10-Q, filed with the Securities and Exchange
Commission as of May 10, 2006 (File No. 000-21196), collectively represent 1.9%
of the outstanding shares of Common Stock. In addition, Brown's spouse
individually, beneficially owns 31,264 shares of Common Stock which, based on
5,318,861 shares of Common Stock outstanding, as indicated in the Issuer's Form
10-Q, filed with the Securities and Exchange Commission as of May 10, 2006 (File
No. 000-21196), represent 0.59% of the outstanding shares of Common Stock. All
of the persons (other than Brown) listed in ITEM 2 above disclaim any beneficial
ownership of the shares of Common Stock beneficially owned by Brown or his
spouse.
(b) Brown, individually, has the sole power to vote and dispose of all of
the 103,342 shares of Common Stock owned by him. Brown's spouse has the sole
power to vote and dispose of all of the 31,264 shares of Common Stock owned by
her.
(c) None.
(d) Not applicable.
(e) Not Applicable.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certifies that the information set forth in this Schedule is
true, complete, and correct.
Date: June 19, 2006
MVP DISTRIBUTION PARTNERS
By: /s/ Robert E. Brown, Jr.
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Name: Robert E. Brown, Jr.
Title: Authorized Signatory
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).