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): June 4, 2002
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 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)
ITEM 5. OTHER EVENTS.
On June 4, 2002, 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 as set forth in attached Amendment No. 3 to the Amended and Restated Rights
Agreement, dated June 4, 2002, between the Company and StockTrans, Inc. which
increases the number of shares of Company Common Stock that may be beneficially
owned by the Meridian Group, an Exempt Person, provided that the Meridian Group
shall immediately and thereafter cease to be an Exempt Person if it,
individually or together with its Affiliates or Associates, acquires additional
shares resulting in aggregate beneficial ownership of Company Common Stock which
exceeds the aggregate number of shares of Company Common Stock held by such
group on the close of business on June 3, 2002; to amend the definition of
Beneficial Ownership to exclude, under certain circumstances, any deemed
attribution of beneficial ownership between the Meridian Group and a specified
individual who has served as a general partner of certain entities within the
Meridian Group; to amend the definition of Independent Director; and to amend
the definition of Meridian Group.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(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. (Exhibit 4.8 to the Company's Current Report on Form 8-K
dated October 25, 2001).
Exhibit 4.9 Amendment No. 3 to the Amended and Restated Rights Agreement
dated June 4, 2002, 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: June 5, 2002 MOTHERS WORK, INC.
By: /s/ DAN W. MATTHIAS
----------------------------
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. (Exhibit 4.8 to the Company's Current Report on Form 8-K
dated October 25, 2001).
Exhibit 4.9 Amendment No. 3 to the Amended and Restated Rights Agreement
dated June 4, 2002, between the Company and StockTrans, Inc.
* incorporated by reference