sc13d07137002_12052007.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.  )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)

December 5, 2007
(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).

CUSIP NO. 619903107

 
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
 
379,474
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
379,474
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
379,474
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
PN

2
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
 
379,474
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
379,474
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
379,474
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
OO

3
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
 
66,876
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
66,876
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,876
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
PN

4
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
 
66,876
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
66,876
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,876
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
OO

5
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
 
446,350
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
446,350
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
446,350
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.5%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 619903107
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.                                Security and Issuer.

This statement relates to common shares, par value $0.01 (the “Shares”), of Mothers Work, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 456 North Fifth Street, Philadelphia, Pennsylvania, 19123.

Item 2.                                Identity and Background.

(a)           This statement is filed by Crescendo Partners II, L.P., Series K, a Delaware limited partnership (“Crescendo Partners II”), Crescendo Investments II, LLC, a Delaware limited liability company (“Crescendo Investments II”), Crescendo Partners III, L.P., a Delaware limited partnership (“Crescendo Partners III”), Crescendo Investments III, LLC, a Delaware limited liability company (“Crescendo Investments III”) and Eric Rosenfeld. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6.

Crescendo Investments II is the general partner of Crescendo Partners II.  Crescendo Investments III is the general partner of Crescendo Partners III.  The managing member of each of Crescendo Investments II and Crescendo Investments III is Eric Rosenfeld. By virtue of his position with Crescendo Investments II and Crescendo Investments III, Mr. Rosenfeld has the sole power to vote and dispose of the Issuer’s Shares owned by Crescendo Partners II and Crescendo Partners III.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)           The principal business address of Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Mr. Rosenfeld is 825 Third Avenue, 40th Floor, New York, New York, 10022.

(c)           The principal business of Crescendo Partners II is investing in securities. The principal business of Crescendo Investments II is acting as the general partner of Crescendo Partners II.  The principal business of Crescendo Partners III is investing in securities.  The principal business of Crescendo Investments III is acting as the general partner of Crescendo Partners III.  The principal occupation of Mr. Rosenfeld is serving as the managing member of Crescendo Investments II, Crescendo Investments III and as the managing member of the general partner of Crescendo Partners, L.P., whose principal business is investing in securities.

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.

7
CUSIP NO. 619903107
 
 
(f)
Mr. Rosenfeld is a citizen of the United States of America.

Item 3.                                Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 446,350 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $7,463,642.06, including brokerage commissions.  The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

Item 4.                                Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

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 in this Schedule 13D or such as would occur upon completion of any of the actions discussed above.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.                                Interest in Securities of the Issuer.

(a)              The aggregate percentage of Shares reported owned by each person named herein is based upon 5,968,902 Shares outstanding, which is the total number of Shares reported to be outstanding as of December 10, 2007 in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on December 14, 2007.

8
CUSIP NO. 619903107

As of the date hereof, Crescendo Partners II beneficially owns 379,474 Shares, constituting approximately 6.4% of the Shares outstanding.  As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 379,474 Shares owned by Crescendo Partners II, constituting approximately 6.4% 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 379,474 Shares owned by Crescendo Partners II, constituting approximately 6.4% of the Shares outstanding.  Mr. Rosenfeld has sole voting and dispositive power with respect to the 379,474 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 date hereof, Crescendo Partners III beneficially owns 66,876 Shares, constituting approximately 1.1% of the Shares outstanding.  As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 66,876 Shares owned by Crescendo Partners II, constituting approximately 1.1% 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 66,876 Shares owned by Crescendo Partners III, constituting approximately 1.1% of the Shares outstanding.  Mr. Rosenfeld has sole voting and dispositive power with respect to the 66,876 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.

(b)           By virtue of his position with Crescendo Investments II and Crescendo Investments III, Mr. Rosenfeld has the sole power to vote and dispose of the Shares beneficially owned by Crescendo Partners II and Crescendo Partners III reported in this Schedule 13D.

(c)           Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)           Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On December 17, 2007, Crescendo Partners II, Crescendo Investments II, Crescendo Partners III, Crescendo Investments III and Eric Rosenfeld entered into a Joint Filing Agreement  (the "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 by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.

9
CUSIP NO. 619903107


Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.                                Material to be Filed as Exhibits.

 
1.
Joint Filing Agreement by and among Crescendo Partners II, L.P., Series K, Crescendo Investments II, LLC, Crescendo Partners III, L.P., Crescendo Investments III, LLC and Eric Rosenfeld, dated December 17, 2007.




10
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: December 17, 2007
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

11
CUSIP NO. 619903107

SCHEDULE A
Transactions in the Shares During the Past 60 Days

Shares of Common Stock
Purchased/(Sold)
Price Per
Share($U.S.)
Date of
Purchase/(Sale)

CRESCENDO PARTNERS II, L.P., SERIES K
275
  
15.5000
10/30/07
13,250
  
15.8740
11/01/07
5,000
  
15.7600
11/02/07
4,100
  
15.5900
11/05/07
2,050
  
15.5500
11/06/07
11,975
  
15.5201
11/07/07
14,300
  
15.7078
11/08/07
9,275
  
15.6566
11/09/07
100
  
15.7500
11/12/07
27,850
  
17.2376
11/16/07
19,575
  
17.2383
11/19/07
23,650
  
16.9142
11/20/07
36,750
  
16.4052
11/21/07
27,850
  
16.5705
11/26/07
11,500
  
16.6873
11/27/07
2,975
  
16.6453
11/29/07
5,575
  
16.9952
11/30/07
925
  
16.7500
12/03/07
9,275
  
16.9853
12/04/07
19,775
  
16.9487
12/05/07
27,749
  
16.9964
12/06/07
5,575
  
17.2425
12/10/07
(925)
  
17.5250
12/10/07
8,450
  
17.2421
12/11/07
14,000
  
17.3079
12/12/07
18,550  
17.4631
12/13/07
13,650  
 17.4509
 12/14/07
46,400  
 17.4260
 12/17/07

CRESCENDO INVESTMENTS II, LLC
None

 
12
CUSIP NO. 619903107

 

CRESCENDO PARTNERS III, L.P.

10,000
  
15.4901
10/18/07
20,796
  
15.3400
10/19/07
5,666
  
15.4894
10/19/07
1,400
  
15.3861
10/22/07
25
  
15.5000
10/30/07
1,024
  
15.8740
11/01/07
400
  
15.7600
11/02/07
300
  
15.5900
11/05/07
150
  
15.5500
11/06/07
925
  
15.5201
11/07/07
1,100
  
15.7078
11/08/07
725
  
15.6566
11/09/07
2,150
  
17.2376
11/16/07
1,525
  
17.2383
11/19/07
1,850
  
16.9142
11/20/07
2,450
  
16.4052
11/21/07
2,150
  
16.5705
11/26/07
900
  
16.6873
11/27/07
225
  
16.6453
11/29/07
425
  
16.9952
11/30/07
75
  
16.7500
12/03/07
725
  
16.9853
12/04/07
1,525
  
16.9487
12/05/07
2,150
  
16.9964
12/06/07
440
  
17.2425
12/10/07
(75)
  
17.5250
12/10/07
650
  
17.2421
12/11/07
1,100
  
17.3079
12/12/07
1,450  
 17.4631
 12/13/07
1,050  
 17.4509
 12/14/07
3,600  
 17.4260
 12/17/07


13
CUSIP NO. 619903107

CRESCENDO INVESTMENTS III, LLC
None

ERIC ROSENFELD
None


14
CUSIP NO. 619903107
 
EXHIBIT INDEX
 

 
Exhibit
  
Page
       
1.
Joint Filing Agreement by and among Crescendo Partners II, L.P., Series K, Crescendo Investments II, LLC, Crescendo Partners III, L.P., Crescendo Investments III, LLC and Eric Rosenfeld, dated December 17, 2007.
  
15

 

15
CUSIP NO. 619903107
 
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 a Statement on Schedule 13D dated December 17, 2007 (including 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: December 17, 2007
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

 
16