0000914121-18-000810.txt : 20180426 0000914121-18-000810.hdr.sgml : 20180426 20180426171726 ACCESSION NUMBER: 0000914121-18-000810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 GROUP MEMBERS: PETER O'MALLEY 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: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43965 FILM NUMBER: 18779734 BUSINESS ADDRESS: STREET 1: 232 STRAWBRIDGE DRIVE CITY: MOORESTOWN STATE: NJ ZIP: 08057 BUSINESS PHONE: 856-291-9700 MAIL ADDRESS: STREET 1: 232 STRAWBRIDGE DRIVE CITY: MOORESTOWN STATE: NJ ZIP: 08057 FORMER COMPANY: FORMER CONFORMED NAME: MOTHERS WORK INC DATE OF NAME CHANGE: 19930205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Miller Nathan G CENTRAL INDEX KEY: 0001720578 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 347 LUKES WOOD RD CITY: NEW CANAAN STATE: CT ZIP: 06840 SC 13D/A 1 dm20180425-sc13da8.htm AMENDMENT NO. 8
 

 
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)
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Destination Maternity Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
25065D100
(CUSIP Number)
Nathan G. Miller
347 Lukes Wood Road
New Canaan, CT 06840
(917) 826-0482
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2018
(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 §§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.
*
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).
 
 
 
CUSIP No. 25065D100
 
 
     
  1 
NAME OF REPORTING PERSON
 
Nathan G. Miller
  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)
 
PF
  5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
☐
  6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
 
1,136,727
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,136,727
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,136,727
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
*
The percentage calculations herein are based upon an aggregate of 15,004,667 shares of common stock, par value $0.01 per share, of Destination Maternity Corporation, outstanding as of April 20, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2018. The share amounts reported above do not reflect any DM Common Stock the Reporting Persons may be deemed to beneficially own as a result of membership in a “group” and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein.
CUSIP No. 25065D100
 
 
     
  1 
NAME OF REPORTING PERSON
 
Peter O’Malley
  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)
 
PF
  5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
☐
  6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
 BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
 
143,106
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
143,106
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
143,106
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.0%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
*
The percentage calculations herein are based upon an aggregate of 15,004,667 shares of common stock, par value $0.01 per share, of Destination Maternity Corporation, outstanding as of April 20, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2018. The share amounts reported above do not reflect any DM Common Stock the Reporting Persons may be deemed to beneficially own as a result of membership in a “group” and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein.
This amendment No. 8 to Schedule 13D (this “Amendment No. 8”) relates to the Schedule 13D filed on December 26, 2017 (as amended and supplemented through the date of this Amendment No. 8, the “Schedule 13D”) by (i) Nathan G. Miller, a citizen of the United States of America, and (ii) Peter O’Malley, a citizen of the United States of America, relating to the common stock, par value $0.01 per share (the “DM Common Stock”), of Destination Maternity Corporation, a Delaware corporation (the “Issuer”).
Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 8, the Schedule 13D is unchanged.

Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On April 26, 2018, Mr. Miller sent a letter to the Board.  The letter is attached hereto as Exhibit E and is incorporated by reference in this Item 4 in its entirety.
Item 7.
Material to be Filed as Exhibits
 
Exhibit A
Joint Filing Agreement by and among the Reporting Persons, dated March 26, 2018*
Exhibit B
Letter, dated March 30, 2018*
Exhibit C
Letter, dated April 16, 2018*
Exhibit D
Letter, dated April 24, 2018*
Exhibit E
Letter, dated April 26, 2018

 
*Previously filed

SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 26, 2018
 
 
By:
/s/ Nathan G. Miller  
    Nathan G. Miller  
       
       
  By: /s/ Peter O’Malley  
    Peter O’Malley  

 
INDEX TO EXHIBITS
 
 
Exhibit
  
Description
Exhibit A
  
Joint Filing Agreement by and among the Reporting Persons, dated March 26, 2018*
Exhibit B
Exhibit C
Exhibit D
Exhibit E
  
Letter, dated March 30, 2018*
Letter, dated April 16, 2018*
Letter, dated April 24, 2018*
Letter, dated April 26, 2018
 
*Previously filed
 
 
 
 


 
 EX-99.1 2 dm20180425-ex_e.htm EXHIBIT E -- LETTER, DATED APRIL 26, 2018
EXHIBIT E
 
 
Nathan G. Miller
c/o NGM Asset Management, LLC
27 Pine Street, Suite 700
New Canaan, CT 06840


April 26, 2018
Via Email

Board of Directors
Destination Maternity Corporation
232 Strawbridge Drive
Moorestown, NJ 08057

Ladies and Gentlemen:

We are writing in response to a letter we received from the board of directors (the “Board”) of Destination Maternity Corporation (the “Company”) dated April 25, 2018 (the “April 25 Letter”), pursuant to which the Company claimed that it has “timely complied with all of its obligations” with respect to our previous requests for certain stockholder lists. We disagree that the Company has “timely complied” with such requests, which were first made on April 9, 2018 pursuant to Section 220 of the Delaware General Corporation Law.
In the April 25 Letter, the Company stated that the Company’s proxy solicitor provided our proxy solicitor with a registered holder list on April 20, 2018. However, the list we were provided consolidated the positions of the Company’s Restricted Stock Plan and Employee Stock Purchase Plan and did not list the individual plan holders, as we expressly requested. Accordingly, between April 20 and April 23, 2018, our proxy solicitor privately asked for a list of individual plan holders no less than three times, yet the Company failed to provide such a list following these private requests. As such, the Company’s assertion that it complied with our request by providing a consolidated list is both disingenuous and misleading to stockholders. This is made all the more clear by the fact that, in response to our letter, the Company provided our proxy solicitor with a second registered holder list on April 25, 2018, which properly listed the individual plan holders.
Furthermore, our proxy solicitor requested a Non-Objecting Beneficial Owners or “NOBO” list from the Company’s proxy solicitor on April 19, 2018. In response, the Company’s proxy solicitor stated that the Company had not ordered a NOBO list, and did not state whether it intended to order such a list or when it might do so. According to the April 25 Letter, the Company’s proxy solicitor has since requested a NOBO list. However, the Company did not request such a list until after our letter on April 24, 2018, and we still have not been provided with a NOBO list. The Company failed to take action until after we made our requests public, and we believe this is a clear indication that the Company only took such remedial actions because of our letter.
Finally, we have been hearing feedback from a number of stockholders whose names are not on the registered holder list that they have been receiving calls soliciting their vote.  The Company’s proxy solicitor has been making these calls. We can only assume their names are on a NOBO or other list that the Company’s proxy solicitor is using. It is now 3:30 pm and we have yet to receive any such list. Please promptly provide us with the NOBO list and any other list being used in your solicitation.

 
Sincerely,
 
/s/ Nathan G. Miller                             

Nathan G. Miller