0001193125-11-118917.txt : 20110429 0001193125-11-118917.hdr.sgml : 20110429 20110429171443 ACCESSION NUMBER: 0001193125-11-118917 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110429 DATE AS OF CHANGE: 20110429 GROUP MEMBERS: MILL ROAD CAPITAL GP LLC GROUP MEMBERS: SCOTT P. SCHARFMAN GROUP MEMBERS: THOMAS E. LYNCH 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: 11796057 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 IRS NUMBER: 205432103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

Destination Maternity Corporation

(Name of Issuer)

 

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

25065D100

(CUSIP Number)

 

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

 

With a copy to:

 

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 27, 2011

(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 sent.

 

*   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).

 

 

 


13D

 

CUSIP No. 25065D100   Page 2 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Thomas E. Lynch

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

a  ¨        b  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

     OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

     8.   

Shared Voting Power

 

    1,379,799

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

    1,379,799

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,379,799

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    10.6%

14.

 

Type of Reporting Person (See Instructions)

 

    HC; IN

 


13D

 

CUSIP No. 25065D100   Page 3 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Scott P. Scharfman

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

a  ¨        b  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

     OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

     8.   

Shared Voting Power

 

    1,379,799

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

    1,379,799

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,379,799

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    10.6%

14.

 

Type of Reporting Person (See Instructions)

 

    HC; IN

 


13D

 

CUSIP No. 25065D100   Page 4 of 8 Pages

 

  1.   

Names of Reporting Persons

 

Mill Road Capital GP LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

a  ¨        b  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

     OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    1,379,799

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

    1,379,799

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,379,799

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    10.6%

14.

 

Type of Reporting Person (See Instructions)

 

     HC; OO

 


13D

 

CUSIP No. 25065D100   Page 5 of 8 Pages

 

  1.   

Names of Reporting Persons.

 

Mill Road Capital, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

a  ¨        b  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

     WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    1,379,799

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

    1,379,799

   10.   

Shared Dispositive Power

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

     1,379,799

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

    10.6%

14.

 

Type of Reporting Person (See Instructions)

 

    PN

 


CUSIP No. 25065D100   Page 6 of 8 Pages

 

This Amendment No. 4 to the joint statement on Schedule 13D filed by the undersigned on May 21, 2008, with respect to the common stock, par value $.01 per share, of Destination Maternity Corporation, a Delaware corporation (the “Initial Filing”), as amended by Amendment No. 1 on Schedule 13D filed by the undersigned on September 25, 2008, as amended by Amendment No. 2 on Schedule 13D filed by the undersigned on June 24, 2010, and as amended by Amendment No. 3 on Schedule 13D filed by the undersigned on March 22, 2011 (the Initial Filing, as so amended, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 1,379,799 shares of Common Stock for $11,675,823.42 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.”

2. Items 5(a) and 5(b) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(a,b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 12,980,576 shares of the Common Stock issued and outstanding as of February 3, 2011, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended December 31, 2010, and as adjusted to reflect the two-for-one split of the Common Stock on March 1, 2011. All of the share numbers reported below, and on each Reporting Person’s cover page to the Schedule 13D, are as of April 29, 2011, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 1,379,799 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole voting and dispositive power over these shares and each of Messrs. Lynch and Scharfman has the shared authority to vote and dispose of these shares on behalf of the Fund. Accordingly, each of the Reporting Persons beneficially owns 1,379,799 shares of Common Stock, or approximately 10.6% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,379,799 shares of Common Stock, or approximately 10.6% of the outstanding shares of Common Stock.

3. Item 5(c) of the Schedule 13D shall hereby be amended and restated in full as follows:

“(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from March 23, 2011 (the date after the filing of Amendment No. 3 to this Schedule 13D) to April 29, 2011:

 

Date of Purchase / Sale

   Shares
Purchased /
(Sold)
    Avg.
Purchase
Price per
Share ($)
 

4/4/2011

     (110,000   $ 23.3307   

4/5/2011

     (8,881   $ 23.9323   

4/6/2011

     (10,000   $ 24.0100   

4/27/2011

     (102,491   $ 24.8702   


CUSIP No. 25065D100   Page 7 of 8 Pages

 

Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchases and sales, respectively, have been aggregated daily, and purchase and sale prices do not reflect brokerage commissions paid.”

4. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature pages follow]


CUSIP No. 25065D100   Page 8 of 8 Pages

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATE:  

April 29, 2011

MILL ROAD CAPITAL, L.P.
By:   Mill Road Capital GP LLC,
  its General Partner
By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman
  Management Committee Director
MILL ROAD CAPITAL GP LLC
By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman
  Management Committee Director
THOMAS E. LYNCH
By:  

/s/ Scott P. Scharfman

  Scott P. Scharfman, attorney-in-fact
SCOTT P. SCHARFMAN

/s/ Scott P. Scharfman

Scott P. Scharfman