SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2001
MOTHERS WORK, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21196 13-3045573
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
456 North Fifth Street, Philadelphia, Pennsylvania 19123
(Address of Principal Executive Offices) (Zip Code)
(215) 873-2200
(Registrant's telephone number, including area code)
Item 5. Other Events.
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On October 24, 2001, Mothers Work, Inc., a Delaware corporation (the
"Company"), amended its Amended and Restated Rights Agreement, dated as of March
17, 1997, as amended, between the Company and StockTrans, Inc. The terms of such
amendment are set forth in attached Amendment No. 2 to the Amended and Restated
Rights Agreement, dated October 24, 2001, between the Company and StockTrans,
Inc. which amends the definition of "Exempt Person" to include in such
definition Centre Capital Investors III, L.P., Centre Capital Individual
Investors III, L.P., Centre Capital Offshore Investors III, L.P., Centre Capital
Tax-Exempt Investors III, L.P., Centre Partners Coinvestment III, L.P. and
Centre Partners Management, LLC, to the extent provided in such amendment.
Amendment No. 2 was entered into pursuant to the terms of the previously
announced Agreement and Plan of Merger, dated October 15, 2001, among the
Company, eSpecialty Brands, LLC, a Delaware limited liability company,
iMaternity Acquisition Corp., a Delaware corporation, Maternity Holding
Corporation, a Delaware corporation, James R. Kirsch, William S. Kirsch, Daniel
S. Kirsch, as Trustee of the Daniel S. Kirsch Trust dated October 8, 1986,
Centre Capital Investors III, L.P., Centre Capital Individual Investors III,
L.P., Centre Capital Offshore Investors III, L.P., Centre Capital Tax-Exempt
Investors III, L.P. and Centre Partners Coinvestment III, L.P.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
*Exhibit 4.4 Amended and Restated Rights Agreement, dated March 17,
1997, between Mothers Work, Inc. and StockTrans, Inc. (Exhibit
4.2 to the Company's Current Report on Form 8-K dated March
17, 1997).
*Exhibit 4.5 Amendment No. 1 to the Amended and Restated Rights
Agreement, dated as of June 4, 1997, between Mothers Work,
Inc. and StockTrans, Inc. (Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
Exhibit 4.8 Amendment No. 2 to the Amended and Restated Rights
Agreement, dated October 24, 2001, between the Company and
StockTrans, Inc.
* incorporated by reference
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: October 25, 2001 MOTHERS WORK, INC.
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By: /s/Dan W. Matthias
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Dan W. Matthias
Chairman and Chief Executive Officer
TABLE OF EXHIBITS
Exhibit No. Description
*Exhibit 4.4 Amended and Restated Rights Agreement, dated March 17,
1997, between Mothers Work, Inc. and StockTrans, Inc. (Exhibit
4.2 to the Company's Current Report on Form 8-K dated March
17, 1997).
*Exhibit 4.5 Amendment No. 1 to the Amended and Restated Rights
Agreement, dated as of June 4, 1997, between Mothers Work,
Inc. and StockTrans, Inc. (Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
Exhibit 4.8 Amendment No. 2 to the Amended and Restated Rights
Agreement, dated October 24, 2001, between the Company and
StockTrans, Inc.
* incorporated by reference