-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rfyi+S7WvJuBvOVvfsrU26WRN9r4nlb6DFuVAFm2x/bamW6HrUs2l+ZCnqE0xdYn NCB8iSrb5GL2rL73cvNSTw== 0000950172-98-001222.txt : 19981120 0000950172-98-001222.hdr.sgml : 19981120 ACCESSION NUMBER: 0000950172-98-001222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981119 GROUP MEMBERS: 1272562 ONTARIO INC. GROUP MEMBERS: E.J.K. REAL ESTATE SERVICES LIMITED GROUP MEMBERS: GREGORY P. HANNON GROUP MEMBERS: OAKMONT CAPITAL INC GROUP MEMBERS: TERENCE M. KAVANAGH 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: SEC FILE NUMBER: 005-43965 FILM NUMBER: 98755568 BUSINESS ADDRESS: STREET 1: 456 N 5TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19123 BUSINESS PHONE: 2158732200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAKMONT CAPITAL INC CENTRAL INDEX KEY: 0001071674 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 112 ST.CLAIR AVENUE WEST STREET 2: SUITE 504, ONTARIO, CANADA M4V 2Y3 BUSINESS PHONE: 4169231477 MAIL ADDRESS: STREET 1: 112 ST.CLAIR AVENUE WEST STREET 2: SUITE 504, ONTARIO, CANADA M4V 2Y3 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE 13D (Amendment No. 1)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 Mothers Work, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 619 903 10 7 (CUSIP Number) Christopher W. Morgan, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Suite 1820, North Tower Royal Bank Plaza Toronto, Ontario, Canada M5J 2J4 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1998 (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 the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be 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 subsequent 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). CUSIP No. 619 903 10 7 13D Page 2 of 10 Pages (1) Name of Reporting Persons. IRS Identification Nos. of Above Persons (entities only) Oakmont Capital Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (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 Ontario, Canada (7) Sole Voting Power Number of 173,800 Shares Beneficially Owned (8) Shared Voting Power by Each 0 Reporting Person With (9) Sole Dispositive Power 173,800 (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 259,000 (See Item 5 herein) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| (13) Percent of Class Represented by Amount in Row (11) 7.2% (See Item 5 herein) (14) Type of Reporting Person (See Instructions) CO CUSIP No. 619 903 10 7 13D Page 3 of 10 Pages (1) Name of Reporting Persons. IRS Identification Nos. of Above Persons (entities only) E.J.K. Real Estate Services Limited (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (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 Ontario, Canada (7) Sole Voting Power Number of 30,000 Shares Beneficially Owned (8) Shared Voting Power by Each 173,800 Reporting Person With (9) Sole Dispositive Power 30,000 (10) Shared Dispositive Power 173,800 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 259,000 (See Item 5 herein) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| (13) Percent of Class Represented by Amount in Row (11) 7.2% (See Item 5 herein) (14) Type of Reporting Person (See Instructions) CO CUSIP No. 619 903 10 7 13D Page 4 of 10 Pages (1) Name of Reporting Persons. IRS Identification Nos. of Above Persons (entities only) 1272562 Ontario Inc. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (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 Ontario, Canada (7) Sole Voting Power Number of 0 Shares Beneficially Owned (8) Shared Voting Power by Each 173,800 Reporting Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 173,800 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 259,000 (See Item 5 herein) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| (13) Percent of Class Represented by Amount in Row (11) 7.2% (See Item 5 herein) (14) Type of Reporting Person (See Instructions) CO CUSIP No. 619 903 10 7 13D Page 5 of 10 Pages (1) Name of Reporting Persons. IRS Identification Nos. of Above Persons (entities only) Terence M. Kavanagh (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). |_| (6) Citizenship or Place of Organization Canada (7) Sole Voting Power Number of 7,400 Shares Beneficially Owned (8) Shared Voting Power by Each 206,800 Reporting Person With (9) Sole Dispositive Power 7,400 (10) Shared Dispositive Power 206,800 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 259,000 (See Item 5 herein) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |X| (See Item 5 herein) (13) Percent of Class Represented by Amount in Row (11) 7.2% (See Item 5 herein) (14) Type of Reporting Person (See Instructions) IN CUSIP No. 619 903 10 7 13D Page 6 of 10 Pages (1) Name of Reporting Persons. IRS Identification Nos. of Above Persons (entities only) Gregory P. Hannon (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |X| (b) |_| (3) SEC Use Only (4) Source of Funds (See Instructions) PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). |_| (6) Citizenship or Place of Organization Canada (7) Sole Voting Power Number of 43,800 Shares Beneficially Owned (8) Shared Voting Power by Each 174,800 Reporting Person With (9) Sole Dispositive Power 43,800 (10) Shared Dispositive Power 174,800 (11) Aggregate Amount Beneficially Owned by Each Reporting Person 259,000 (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |X| (See Item 5 herein) (13) Percent of Class Represented by Amount in Row (11) 7.2% (14) Type of Reporting Person (See Instructions) IN Item 1. Security and Issuer The Schedule 13D filed with the U.S. Securities and Exchange Commission on October 8, 1998 by Oakmont Capital Inc., an Ontario corporation ("Oakmont"), E.J.K. Real Estate Services Limited, an Ontario corporation ("EJK"), 1272562 Ontario Inc., an Ontario corporation ("1272562"), and Gregory P. Hannon and Terence M. Kavanagh, each of whom are citizens of Canada (collectively, the "Reporting Persons") relating to the shares ("Shares") of common stock, par value $0.01 per share, of Mothers Work, Inc. (the "Issuer"), is amended to furnish the additional information set forth herein. 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. Item 3. Source and Amount of Funds or Other Consideration The net purchase price of the 36,600 Shares purchased by the Reporting Persons was $340,552 (including commissions). The source of funding for the purchase of these Shares was general working capital of Oakmont and personal funds of each of Messrs Kavanagh and Hannon. Item 5. Interest in Securities of the Issuer (a) As of the close of business on November 17, 1998, the Reporting Persons may be deemed to beneficially own, in the aggregate, 259,000 Shares, representing approximately 7.2% of the Issuer's outstanding Shares (based upon the 3,597,997 Shares stated to be outstanding as of August 3, 1998 by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 10, 1998). (b) Oakmont has sole voting power and sole dispositive power with respect to the 173,800 Shares that it owns directly. Oakmont may be deemed to be a beneficial owner of the balance of the 259,000 Shares beneficially owned by the Group, by virtue of its participation in the Group. EJK has sole voting power and sole dispositive power with respect to the 30,000 Shares that it owns directly. EJK has shared voting power and shared dispositive power with respect to the 173,800 Shares owned directly by Oakmont, by virtue of EJK's ownership of 50% of the outstanding voting stock of Oakmont and its right to nominate one of the two members of the Board of Directors of Oakmont. EJK may be deemed to be a beneficial owner of the balance of the 259,000 Shares beneficially owned by the Group, by virtue of its participation in the Group. 1272562 has shared voting power and shared dispositive power with respect to the 173,800 Shares owned directly by Oakmont, by virtue of its ownership of 50% of the outstanding voting stock of Oakmont and its right to nominate one of the two members of the Board of Directors of Oakmont. 1272562 may be deemed to be a beneficial owner of the balance of the 259,000 Shares beneficially owned by the Group, by virtue of its participation in the Group. Mr. Kavanagh has sole voting power and sole dispositive power with respect to 7,400 Shares owned through a self-directed Retirement Savings Plan. Mr. Kavanagh has shared voting power and shared dispositive power with respect to the following Shares: (i) the 30,000 Shares owned directly by EJK, by virtue of Mr. Kavanagh's ownership of all of the outstanding voting stock of EJK; (ii) 3,000 Shares owned directly by the Estate of Edwin J. Kavanagh, of which Mr. Kavanagh is one of three trustees; and (iii) the 173,800 Shares owned directly by Oakmont, by virtue of Mr. Kavanagh's ownership of all the outstanding voting stock of EJK, and EJK's ownership of 50% of the outstanding voting stock of Oakmont and its right to nominate one of the two members of the Board of Directors of Oakmont. Mr. Kavanagh may be deemed to be a beneficial owner of the balance of the 259,000 Shares beneficially owned by the Group, by virtue of his participation in the Group. Mr. Kavanagh's spouse owns directly 1,900 Shares and his mother owns, directly and through a Retirement Income Fund, 17,300 Shares, as to which Mr. Kavanagh disclaims beneficial ownership. Mr. Hannon has sole voting power and sole dispositive power with respect to the following Shares: (i) 33,800 Shares owned directly by him or through a self-directed Retirement Savings Plan; and (ii) 10,000 Shares owned directly by two trusts for Mr. Hannon's children; Mr. Hannon is the sole trustee of each such trust. Mr. Hannon has shared voting power and shared dispositive power with respect to the following Shares: (iii) 1,000 Shares owned directly by Gilter Inc., an Ontario corporation of which all of the outstanding voting stock is owned by the Gregory Hannon Family Trust, of which Mr. Hannon is one of two trustees; and (iv) the 173,800 Shares owned directly by Oakmont, by virtue of his ownership all of the capital stock of 1272562, and 1272562's ownership of 50% of the outstanding voting stock of Oakmont and its right to nominate one of the two members of the Board of Directors of Oakmont. Mr. Hannon may be deemed to be a beneficial owner of the balance of the 259,000 Shares beneficially owned by the Group, by virtue of his participation in the Group. Mr. Hannon's spouse owns directly 13,500 Shares, as to which Mr. Hannon disclaims beneficial ownership. (c) The following table sets forth all transactions with respect to Shares effected during the past 60 days by any of the Reporting Persons. All such transactions were effected in the open market. NO. OF SHARES PRICE NAME DATE PURCHASED PER SHARE Oakmont 10/28/98 12,000 $ 8.563 Oakmont 10/30/98 2,000 $ 8.250 Oakmont 11/03/98 2,900 $ 8.250 Oakmont 11/11/98 300 $ 9.375 Oakmont 11/12/98 8,000 $10.000 Oakmont 11/12/98 400 $10.000 Oakmont 11/12/98 5,000 $10.625 Oakmont 11/12/98 100 $10.750 Oakmont 11/13/98 600 $10.375 Oakmont 11/13/98 3,100 $10.875 Oakmont 11/13/98 900 $11.000 Oakmont 11/17/98 2,200 $ 9.875 Gregory P. Hannon 10/27/98 2,700 $ 8.563 Terence M. Kavanagh 10/09/98 900 $ 9.875 Terence M. Kavanagh 10/26/98 2,000 $ 8.594 Terence M. Kavanagh 10/27/98 1,500 $ 8.563 E.J.K. 11/12/98 (8,000) $10.000 ------- 36,600 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. Dated: November 19, 1998 OAKMONT CAPITAL INC. By /s/ Terence M. Kavanagh ____________________________ Terence M. Kavanagh President E.J.K. REAL ESTATE SERVICES LIMITED By /s/ Terence M. Kavanagh ____________________________ Terence M. Kavanagh President 1272562 ONTARIO INC. By /s/ Gregory P. Hannon ____________________________ Gregory P. Hannon President /s/ Terence M. Kavanagh ____________________________ Terence M. Kavanagh /s/ Gregory P. Hannon ___________________________ Gregory P. Hannon -----END PRIVACY-ENHANCED MESSAGE-----