sc13da407137002_03112008.htm

0000921895-08-000815.txt : 20080313 0000921895-08-000815.hdr.sgml : 20080313 20080313135524 ACCESSION NUMBER: 0000921895-08-000815 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080313 DATE AS OF CHANGE: 20080313 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: 08685755 BUSINESS ADDRESS: STREET 1: 456 N 5TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19123 BUSINESS PHONE: 2158732200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENDO PARTNERS II LP CENTRAL INDEX KEY: 0001219602 IRS NUMBER: 134132983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 sc13da407137002_03112008.htm SCHEDULE 13D AMENDMENT NO. 4 sc13da407137002_03112008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

Mothers Work, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

619903107

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 10, 2008

(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 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).

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS II, L.P., SERIES K
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 596,759
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 596,759
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,759
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 619903107

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 596,759
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 596,759
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,759
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 619903107

1	NAME OF REPORTING PERSON CRESCENDO PARTNERS III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 84,623
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 84,623
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,623
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 619903107

1	NAME OF REPORTING PERSON CRESCENDO INVESTMENTS III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 84,623
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 84,623
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,623
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 619903107

1	NAME OF REPORTING PERSON ERIC ROSENFELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 681,382
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 681,382
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 681,382
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 619903107

1	NAME OF REPORTING PERSON ARNAUD AJDLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION BELGIUM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,7381
	8	SHARED VOTING POWER - 0 -2
	9	SOLE DISPOSITIVE POWER 1,7381
	10	SHARED DISPOSITIVE POWER - 0 -2
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,7381, 2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%2
14	TYPE OF REPORTING PERSON IN

1 Shares granted to Mr. Ajdler on March 11, 2008, pursuant to the Issuer’s 2005 Equity Incentive Plan (the “Plan”). Under the Plan, such shares shall vest one year from the date of grant.

2 See Item 5.

CUSIP NO. 619903107

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 2 is hereby amended to add the following:

On March 10, 2008, Arnaud Ajdler (“Mr. Ajdler”) was appointed to the Issuer’s board of directors and is hereby being added as a Reporting Person to the Schedule 13D. The principal occupation of Mr. Ajdler is serving as Managing Director of Crescendo Partners. The principal business address of Mr. Ajdler is c/o Crescendo Partners, L.P., 825 Third Avenue, 40th Floor, New York, New York 10022. Mr. Ajdler is a citizen of Belgium.

The first paragraph of Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 681,382 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $11,315,390. The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

The 1,738 shares held by Mr. Ajdler were granted on March 11, 2008 in connection with his appointment as a non-employee director of the Issuer pursuant to the Issuer’s 2005 Equity Incentive Plan.

Item 4 is hereby amended to add the following:

Effective as of March 10, 2008, the Issuer’s Board of Directors has appointed Arnaud Ajdler, a managing director of Crescendo Partners, as a member of the Issuer’s Board of Directors. In connection with Mr. Ajdler’s appointment as a director, the Issuer, on the one hand, and Crescendo Partners II, Crescendo Investments II, Crescendo Partners III and Crescendo Investments III (collectively, the “Crescendo Parties”), on the other hand, have entered into a confidentiality letter agreement dated March 10, 2008 (the “Confidentiality Letter Agreement”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the terms of the Confidentiality Letter Agreement, the Crescendo Parties agreed to keep confidential all Company Information (as defined therein) and not to disclose any of the Company Information unless the Company gives its prior consent to disclosure of such information. The Crescendo Parties also agreed that if and only as long as Mr. Ajdler or any other Representative (as defined therein) of the Crescendo Parties is a member of the Issuer’s Board, neither the Crescendo Parties nor any of their affiliates will (a) take any action that would result in a Triggering Event, as defined in the Amended and Restated Rights Agreement, dated as of October 9, 2005, between the Issuer and StockTrans, Inc.; (b) seek to inspect, by demand, legal proceeding, or otherwise, for any purpose, the Issuer’s books and records or otherwise seek to exercise any rights under Section 220 of the Delaware General Corporation Law; (c) propose that any action be taken by the stockholders of the Issuer; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange Act) to vote or seek to advise or influence any person or entity with respect to the voting of any securities of the Issuer; or (e) enter into any discussions, negotiations, arrangements or understandings with or advise, assist or encourage any third party with respect to any of the actions discussed in the foregoing clauses (a) through (d).

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 6,066,598 Shares outstanding, which is the total number of Shares reported to be outstanding as of January 31, 2008 in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2008.

CUSIP NO. 619903107

As of the close of business on March 11, 2008, Crescendo Partners II beneficially owned 596,759 Shares, constituting approximately 9.8% of the Shares outstanding. As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 596,759 Shares owned by Crescendo Partners II, constituting approximately 9.8% of the Shares outstanding. As the managing member of Crescendo Investments II, which in turn is the general partner of Crescendo Partners II, Mr. Rosenfeld may be deemed to beneficially own the 596,759 Shares owned by Crescendo Partners II, constituting approximately 9.8% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 596,759 Shares owned by Crescendo Partners II by virtue of his authority to vote and dispose of such Shares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners II, except to the extent of their pecuniary interest therein.

As of the close of business on March 11, 2008, Crescendo Partners III beneficially owned 84,623 Shares, constituting approximately 1.4% of the Shares outstanding. As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 84,623 Shares owned by Crescendo Partners II, constituting approximately 1.4% of the Shares outstanding. As the managing member of Crescendo Investments III, the general partner of Crescendo Partners III, Mr. Rosenfeld may be deemed to beneficially own the 84,623 Shares owned by Crescendo Partners III, constituting approximately 1.4% of the Shares outstanding. Mr. Rosenfeld has sole voting and dispositive power with respect to the 84,623 Shares owned by Crescendo Partners III by virtue of his authority to vote and dispose of such Shares. Crescendo Investments III and Mr. Rosenfeld disclaim beneficial ownership of the Shares held by Crescendo Partners III, except to the extent of their pecuniary interest therein.

As of the close of business on March 11, 2008, Mr. Ajdler held 1,738 shares of restricted stock granted to Mr. Ajdler upon his appointment as a non-employee director of the Issuer pursuant to the Issuer’s 2005 Equity Incentive Plan. Mr. Ajdler, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 596,759 Shares owned by Crescendo Partners II and the 84,623 Shares owned by Crescendo Partners III. Mr. Ajdler disclaims beneficial ownership of the Shares owned by Crescendo Partners II and Crescendo Partners III.

Item 5(c) is hereby amended to add the following:

(c) Schedule A annexed hereto lists all transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. Unless otherwise noted, all of such transactions were effected in the open market.

Item 6 is hereby amended to add the following:

On March 10, 2008, the Reporting Persons and the Issuer entered into a Confidentiality Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On March 13, 2008, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1

Confidentiality Letter Agreement by and between Mothers Work, Inc., on the one hand and each of Crescendo Partners II, L.P., Series K, Crescendo Investments II, LLC, Crescendo Partners III, L.P. and Crescendo Investments III, LLC, dated March 10, 2008.

Exhibit 99.2

The Joint Filing Agreement by and among Crescendo Partners II, L.P., Series K, Crescendo Investments II, LLC, Crescendo Partners III, L.P. and Crescendo Investments III, LLC, Eric Rosenfeld and Arnaud Ajdler, dated March 13, 2008.

CUSIP NO. 619903107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 13, 2008	CRESCENDO PARTNERS II, L.P., SERIES K

	By:	Crescendo Investments II, LLC
		General Partner

By:

/s/ Eric Rosenfeld

	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO INVESTMENTS II, LLC

By:

/s/ Eric Rosenfeld

	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO PARTNERS III, L.P.

	By:	Crescendo Investments III, LLC
		General Partner

By:

/s/ Eric Rosenfeld

	Name:	Eric Rosenfeld
	Title:	Managing Member

	CRESCENDO INVESTMENTS III, LLC

	By:	/s/ Eric Rosenfeld

	Name:	Eric Rosenfeld
	Title:	Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

	/s/ Arnaud Ajdler
	ARNAUD AJDLER

CUSIP NO. 619903107

SCHEDULE A

Transactions in the Shares Since Filing of Amendment No. 3 to the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($U.S.)

Date of

Purchase/(Sale)

CRESCENDO PARTNERS II, L.P., SERIES K

3,000

15.0000

01/17/2008

CRESCENDO INVESTMENTS II, LLC

None

CRESCENDO PARTNERS III, L.P.

None

CRESCENDO INVESTMENTS III, LLC

None

ERIC ROSENFELD

None

ARNAUD AJDLER

1,7381

03/10/2008

1 Shares granted to Mr. Ajdler on March 11, 2008, pursuant to the Issuer’s 2005 Equity Incentive Plan (the “Plan”). Under the Plan, such shares shall vest one year from the date of grant.

EX-99.1 2 ex991to13da407137002_031108.htm CONFIDENTIALITY LETTER AGREEMENT DATED MARCH 10, 2008 ex991to13da407137002_031108.htm

Exhibit 99.1

MOTHERS WORK, INC.

CONFIDENTIALITY AGREEMENT

March 10, 2008

Crescendo Partners II, L.P., Series K

Crescendo Investments II, LLC

Crescendo Partners III, L.P.

Crescendo Investments III, LLC

825 Third Avenue, 40th Floor

New York, NY 10022

Dear Sir or Madam:

You may have access to certain information concerning the business, financial condition, operations, assets and liabilities of Mothers Work, Inc. (the “Company”) which is confidential non-public information (“Company Information”). You and your directors, partners, officers, employees, agents, affiliates and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively “Representatives”) agree to treat any Company Information which has been or is furnished or otherwise disclosed to you by the Company or its Representatives in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth.

The term “Company Information” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect, or are based upon, in whole or in part, the information furnished or otherwise disclosed to you or your Representatives by the Company or its Representatives. The term “Company Information” does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives; (ii) was within your possession prior to its being furnished to you by or on behalf of the Company, provided that the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information; (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information; or (iv) was independently developed by you or any of your Representatives without reference to or use of the Company Information.

CRESCENDO PARTNERS II, LP

Page 2

You hereby agree that you and your Representatives will keep confidential all Company Information and that you and your Representatives will not disclose any of the Company Information in any manner whatsoever unless the Company gives its prior consent to disclosure of such information; provided, however, Mr. Ajdler, so long as he is a member of the Company’s Board of Directors, will be subject to the same requirements regarding confidentiality of Company Information as applicable to all other members of the Board of Directors. In any event, you shall be responsible for any breach of this letter agreement by any of your Representatives.

In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Company Information, you shall provide the Company with prompt written notice of any such request or requirement so that the Company may, if available, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives are nonetheless, based upon the advice of your outside counsel, legally compelled to disclose Company Information to any tribunal or else stand liable for contempt or suffer other censure of penalty, you or your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Company Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Company Information by such tribunal.

At any time upon the request of the Company for any reason, and upon termination of our relationship, you will promptly deliver to the Company all Company Information (and all copies thereof) furnished to you or any of your Representatives by or on behalf of the Company pursuant hereto. In the event of such a decision or request, all other Company Information prepared by you or any of your Representatives shall be destroyed and no copy thereof shall be retained. Notwithstanding the return or destruction of the Company Information, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder.

You hereby agree that if and only as long as Arnaud Ajdler or any of your other Representatives is a member of the Company’s Board of Directors, neither you nor any of your affiliates (as defined in rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will (and you and they will not assist or encourage others to), directly or indirectly, unless specifically requested in writing to do so in advance or consented prior thereto in writing by the Company: (a) take any action that would result in a Triggering Event, as defined in the Amended and Restated Rights Agreement, dated as of October 9, 2005, between the Company and StockTrans, Inc., as the same may be amended or replaced from time to time; (b) seek to inspect, by demand, legal proceeding, or otherwise, for any purpose, the Company’s books and records or otherwise seek to exercise any rights under Section 220 of the Delaware General Corporation Law; (c) propose that any action be taken by the stockholders of the Company, whether at a meeting of stockholders, by written consent, or otherwise; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange Act) to vote or seek to

CRESCENDO PARTNERS II, LP

Page 3

advise or influence in any manner whatsoever any person or entity with respect to the voting of any securities of the Company; or (e) enter into any discussions, negotiations, arrangements or understandings with or advise, assist or encourage any third party with respect to any of the actions discussed in the foregoing clauses (a) through (d); provided, however, that nothing herein will limit the ability of Mr. Ajdler to (i) review the Company’s books and records in his capacity as a member of the Company’s Board of Directors, (ii) propose to other members of the Board of Directors that certain actions be taken by the stockholders confidentially and in his capacity as a member of the Board of Directors or (iii) exercise his rights as a member of the Board of Directors while serving as a member of the Board of Directors.

It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that you or any of your Representatives have breached this letter agreement, then you shall be liable and pay to the Company the reasonable legal fees incurred by the Company in connection with such litigation, including any appeal therefrom.

The Company has agreed to reimburse you for your reasonable out-of-pocket fees and expenses incurred on or before the date hereof in connection with your Schedule 13D, and the negotiation and execution of this Agreement and all related activities and matters, provided that such reimbursement will not exceed $15,000 in the aggregate.

This letter agreement is for the benefit of the Company, and its directors, officers, stockholders, owners, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles or rules regarding conflicts of laws.

You hereby acknowledge that you are aware, and that you will advise your Representatives, that the United States securities laws prohibit any person who has received material, non-public information which is the subject of this letter agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

CRESCENDO PARTNERS II, LP

Page 4

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement among you and the Company.

Very truly yours,
MOTHERS WORK, INC.

By:	/s/ Dan W. Matthias
		Name: Dan W. Matthias
		Title: Chief Executive Officer

CRESCENDO PARTNERS II, LP

Page 5

Accepted and agreed as of the date first written above:

CRESCENDO PARTNERS II, L.P., SERIES K

By:	Crescendo Investments II, LLC
	General Partner

By:	/s/ Eric Rosenfeld

Name:	Eric Rosenfeld
Title:	Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld

Name:	Eric Rosenfeld
Title:	Managing Member

CRESCENDO PARTNERS III, L.P.

By:	Crescendo Investments III, LLC
	General Partner

By:	/s/ Eric Rosenfeld

Name:	Eric Rosenfeld
Title:	Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld

Name:	Eric Rosenfeld
Title:	Managing Member

EX-99.2 3 ex992to13da407137002_031108.htm JOINT FILING AGREEMENT DATED MARCH 13, 2008 ex992to13da407137002_031108.htm

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 4 to the Schedule 13D originally filed on December 17, 2007 (including additional amendments thereto) with respect to the Common Stock of Mothers Work, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: March 13, 2008	CRESCENDO PARTNERS II, L.P., SERIES K

	By:	Crescendo Investments II, LLC
		General Partner

	By:	/s/ Eric Rosenfeld
	Name:		Eric Rosenfeld
	Title:		Managing Member

CRESCENDO INVESTMENTS II, LLC

By:	/s/ Eric Rosenfeld
Name:		Eric Rosenfeld
Title:		Managing Member

CRESCENDO PARTNERS III, L.P.

By:	Crescendo Investments III, LLC
	General Partner

By:	/s/ Eric Rosenfeld
Name:		Eric Rosenfeld
Title:		Managing Member

CRESCENDO INVESTMENTS III, LLC

By:	/s/ Eric Rosenfeld
Name:		Eric Rosenfeld
Title:		Managing Member

	/s/ Eric Rosenfeld
	ERIC ROSENFELD

	/s/ Arnaud Ajdler
	ARNAUD AJDLER