-----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, WCg9lixgTMIJRk1lDoYyDRtKnM9hB+EH5xJKHaiPBj1OB+Jq9rRa/oHAuujUzl3q z0VwTapTDYlA/+6QwsWEOw== 0001005477-96-000698.txt : 19961231 0001005477-96-000698.hdr.sgml : 19961231 ACCESSION NUMBER: 0001005477-96-000698 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961230 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43965 FILM NUMBER: 96688354 BUSINESS ADDRESS: STREET 1: 456 N 5TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19123 BUSINESS PHONE: 2158732200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOPPY INTERNATIONAL LTD CENTRAL INDEX KEY: 0001029638 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: K3 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3/F WYLAR CENTRE 2 200 TAI LIN ROAD STREET 2: KWAI CHUCG N T CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185224818520 MAIL ADDRESS: STREET 1: 3/F WYLAR CENTRE 2 200 TAI LIN ROAD STREET 2: KWAI CHUCG N T CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)(1) Mothers Work, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 619903107 - -------------------------------------------------------------------------------- (Cusip Number) Alan Wong c/o Toppy International Ltd. 3/F. Wyler Centre 2, 200 Tai Lin Pai Road Kwai Chung, N.T., Hong Kong - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 1996 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - -------- (1) The remainder of this cover page shall be filled out for a reporting persons'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.). SCHEDULE 13D CUSIP No. 61990317 Page 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Toppy International Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC See Item 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 217,365 Shares SHARES -------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 217,365 Shares REPORTING -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 217,365 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to shares of Common Stock (the "Common Stock"), par value $.01 per share, of Mothers Work, Inc. (the "Issuer"), a Delaware corporation. The principal executive offices of the Issuer are located at 456 North 5th Street, Philadelphia, Pennsylvania. Item 2. Identity and Background. (a) This statement is being filed by Toppy International Ltd., a Hong Kong company ("Toppy"). The persons listed on Schedule A annexed hereto are the executive officers and directors of Toppy. Neither Toppy nor the persons listed in Schedule A constitute a "group" within the meaning of Rule 13d- 5(b)(1) under the Securities Exchange Act of 1934. (b) The principal business address of Toppy is 3/F, Wyler Centre 2, 200 Tai Lin Pai Road, Kwai Chung, N.T., Hong Kong. Schedule A sets forth the business address and present principal occupation or employment of each of the officers and directors of Toppy. (c) Toppy is engaged in the business of designing, distributing and marketing women's apparel. (d) During the past five years, neither Toppy nor the persons listed on Schedule A have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) During the past five years, neither Toppy nor the persons listed on Schedule A have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Schedule A sets forth the citizenship of each officer and director of Toppy. Item 3. Source and Amount of Funds or Other Consideration. Toppy entered into an agreement (the "Agreement") as of November 18, 1996 with Episode USA, Inc. ("Episode"), a Delaware corporation and a subsidiary of SC Fang & Sons (Holdings) Limited, a Hong Kong company, pursuant to which Toppy, on December 11, 1996, purchased (the "Purchase") all of Episode's 217,365 shares (the "Shares") of the Issuer's Common Stock at a per share price of $12.00 and an aggregate sale price of 3 $2,603,380. Toppy paid for the Shares out of funds from its working capital. Item 4. Purpose of Transaction. The Shares were acquired pursuant to the Agreement and, since Episode is a debtor-in-possession in a Chapter 11 case currently before the United States Bankruptcy Court for the Southern District of New York, Case No. 96-B-40371(JLG), pursuant to a Plan of Reorganization (the "Plan") filed by Episode on August 20, 1996 with the bankruptcy court. Neither Toppy nor any of the persons listed on Schedule A has any plans which relate to or would result in or relate to any of the transactions described in subsections (a) through (j) inclusive, of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of December 11, 1996, Toppy beneficially owns 217,365 shares of Common Stock, or approximately 6.1% of the Common Stock based on 3,559,027 shares of Common Stock outstanding as of August 1, 1996. (b) Toppy has the sole power to vote or dispose of the Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 3 for a brief description of the Agreement and Item 4 for a brief description of the Plan. Item 7. Material to be Filed as Exhibits. Exhibit 1: Agreement, dated as of November 18, 1996, between Episode USA, Inc. and Toppy International Ltd. 4 SIGNATURES After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this instrument is true, complete and correct. Dated: December 23, 1996 TOPPY INTERNATIONAL LTD. By: /s/ Alan Wong -------------------------- Name: Alan Wong Title: 5 SCHEDULE A Position with Present Principal Name Citizenship Toppy Occupation - ---- ----------- ------------- ------------------ Christine Fang Republic of Director Director, Toppy 7/F., Wyler Centre II Ireland International Ltd. 200 Tai Lin Pai Road Kwai Chung, N.T. Hong Kong Jeffrey Fang Republic of Director Chief Executive 7/F., Wyler Centre II Ireland Chief Executive Officer, Toppy 200 Tai Lin Pai Road Officer International Ltd Kwai Chung, N.T. Hong Kong Kenneth Fang Republic of Director Director, Fang 20-24 Kwai Wing Road Ireland Brothers Knitting Kwai Chung, N.T. Ltd. Hong Kong Laurence Fang Republic of Director Director, Doulton 6th Floor Ireland Ltd. Block C&D Victorious Factory Bldg. 35-36 Tseuk Luk Street Sanpokong, Kowloon Hong Kong Vincent Fang Republic of Director Director, 45-51 Kwok Shui Road Ireland Fantastic Garments Kwai Chung, N.T. Ltd. Hong Kong EX-99.1 2 AGREEMENT Exhibit 1 AGREEMENT This Agreement is entered into as of the 18th day of November 1996 by and between EPISODE USA, INC., debtor and debtor-in-possession, a Delaware corporation ("Episode") and TOPPY INTERNATIONAL LTD., a Hong Kong Corporation ("Toppy"). R E C I T A L S: A. Episode is the owner of $217,365 shares of common stock par value $.01 of Mothers Work, Inc. (the "Mothers Work Stock"). B. Episode is a debtor-in-possession in a chapter 11 case currently before the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), Case No. 96-B-40371(JLG) (the "Chapter 11 Case"). C. Toppy desires to purchase the Mothers Work Stock on the terms and conditions set forth herein. D. Episode has filed a Plan of Reorganization dated August 20, 1996 (the "Plan") in its Chapter 11 Case, which provides, inter alia, for the sale of the Mothers Work Stock to Toppy. E. Episode desires to borrow funds from Toppy in order to fulfill its obligations under the Plan in the event and to the extent that Episode has insufficient funds available from other sources to fulfill such obligations. F. Toppy has agreed to advance the funds required by Episode to fulfill its obligations under the Plan in the event and to the extent such funds are unavailable from other sources. AGREEMENT 1. On the Effective Date of the Plan (as defined in the Plan"), Toppy shall acquire Mothers Work Stock from Episode for a purchase price of $2,608,380 based on a purchase price of $12.00 per share. 2. $1.5 million of the purchase price shall be placed in escrow with Rosenman & Colin LLP, Episode's attorneys, prior to the hearing on confirmation of the Plan scheduled for November 19, 1996. If the Plan is not confirmed for any reason on or before December 15, 1996, such funds shall be returned to Toppy. 3. Toppy will advance to Episode up to $1.5 million to be used by Episode to meets its obligations under the Plan (the "Advances"). The Advances shall be made from time to time as required by Episode. The Advances shall be repaid by Episode from available assets including the Trademark License Payments (as defined in the Plan) with interest at the rate of 9% as such payments are received by Episode from funds otherwise payable under the Plan to Class 4 creditors. Any balance remaining due together with accrued interest shall be paid on or before December 31, 1999. As security for the repayment of all advances together with accrued interest, Episode hereby grants a lien to Toppy on all its assets including but not limited to the Trademark License Payments subordinate only to Episode's obligations under the Plan to all creditors other than Class 4 creditors. 4. This Agreement shall be incorporated into the Plan and shall be subject to confirmation of the Plan by the Bankruptcy Court in the Chapter 11 Case. IN WITNESS WHEREOF, Episode and toppy have executed and delivered this Agreement on the date first above written. EPISODE USA, INC. By: /s/ Lita Chow -------------------------- TOPPY INTERNATIONAL LTD. By: /s/ Alan Wong --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----