PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) (To Prospectus dated July 24, 1998) Registration No. 333-59309
MOTHERS WORK, INC.
26,784 Share of Common Stock, $.01 par value per share
This document supplements the Prospectus dated July 24, 1998 relating to the resale by Selling Stockholders of a total of 26,784 shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of Mothers Work, Inc. (the "Company"). The shares were initially acquired by the Selling Stockholders in a private placement as part of the consideration for their consent, as holders of the Company's 12 5/8% Senior Notes due 2005 (the "Notes"), to an amendment of the indenture relating to the Notes. This Prospectus Supplement is incorporated by reference into the Prospectus, and all terms used herein shall have the meaning assigned to them in the Prospectus. The Common Stock is traded on Nasdaq under the symbol "MWRK." On September 30, 1998, the closing sales price of the Common Stock, as reported by Nasdaq, was $10.75 per share.
See "Risk Factors" beginning on page 4 of the accompanying Prospectus for a description of certain factors that should be considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 30, 1998.
SELLING STOCKHOLDERS The following table sets forth certain information concerning the names of the Selling Stockholders and certain information regarding the beneficial ownership of the Company's Common Stock by certain of the Selling Stockholders as of August 31, 1998, and as adjusted to reflect the sale of the shares offered by this Prospectus:
Number of Shares Beneficially Owned Prior To Offering ----------------2,952 2,416 70 79 387 3 12 58 844 3 619 44 73 2,655 2,604 73 175 182 175 466 73 233 592 44 15 15 58 65 15 175 82 1,645 2,111 446 102
Name (1) ---Variable Insurance Products Fund: High Income Portfolio (3) Fidelity Puritan Trust: Fidelity Puritan Fund (3) Fidelity Advisor Series II: Fidelity Advisor Balanced Fund (3) Fidelity Advisor World Global High Income Fund (3) Fidelity Management Trust Company (on behalf of accounts managed by it) (4) Variable Insurance Products Fund III: Balanced Portfolio(3) Putnam Balanced Retirement Fund (5) Putnam Convertible Opportunities and Income Trust (5) Putnam Diversified Income Trust (5) Putnam Equity Income Fund (5) Putnam Funds Trust-Putnam High Yield Trust II (5) The George Putnam Fund of Boston (5) Putnam High Income Convertible and Bond Fund (5) Putnam High Yield Advantage Fund (5) Putnam High Yield Trust (5) Putnam Income Fund (5) Putnam Managed High Yield Trust (5) Putnam Master Income Trust (5) Putnam Master Intermediate Income Trust (5) Putnam Premier Income Trust (5) Putnam Strategic Income Fund (5) Putnam Variable Trust-PVT Diversified Income Fund (5) Putnam Variable Trust-PVT High Yield Fund (5) Travelers Series Fund Inc. - Putnam Diversified Income Portfolio (5) Putnam Offshore Funds (Cayman) Ltd. - Putnam Diversified Income Fund (5) Dana Farber Cancer Institute (5) Employees' Retirement Plan of Agway, Inc. (5) Abbott Laboratories Annuity Retirement Plan (5) Ameritech Global Asset Allocation (5) Ameritech Corporation Pension Plan (5) Mobil Oil Corporation Retirement Plans (5) CBO Limited I (5) CBO Limited II (5) Putnam High Yield Managed Trust (5) Putnam High Yield Fixed Income Fund, LLC (5)
Number of Shares Offered (2) --------------2,952 2,416 70 79 387 3 12 58 844 3 619 44 73 2,655 2,604 73 175 182 175 466 73 233 592 44 15 15 58 65 15 175 82 1,645 2,111 446 102
1 None of the Selling Stockholders referenced herein has held any position or office with, been employed by or otherwise has had a material relationship with, the Company or any of its affiliates during the three years prior to the date hereof. 2 Because the Selling Stockholders may offer all or some portion of the referenced shares of Common Stock pursuant to this Prospectus or otherwise, no estimate can be given as to the amount or percentage of shares of Common Stock that will held by the Selling Stockholders upon termination of any such sale. In addition, the Selling Stockholders identified may have sold, transferred or otherwise disposed of all or some portion of its shares of Common Stock since August 31, 1998 in transactions exempt from the registration requirements of the Securities Act of 1933, as emended. The Selling Stockholders may sell all, part or none of the shares of Common Stock set forth hereunder. 2
3 The entity is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management & Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, as amended, and provides investment advisory services to each entity identified, and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts corporation. The beneficial owner's mailing address is c/o Fidelity Management & Research Company, 82 Devonshire Street - E20E, Boston, MA 02109. 4 Shares indicated as owned by such entity are owned directly by various private investment accounts, primarily employee benefit plans for which Fidelity Management Trust Company ("FMTC") serves as trustee or managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in Section 3(a)(6) of the Securities Exchange Act, as amended. The beneficial owner's mailing address is c/o Fidelity Management & Research Company, 82 Devonshire Street - E20E, Boston, MA 02109. 5 The beneficial owner's mailing address is c/o Putnam Investment Management, Incorporated, One Post Office Square, Boston, MA 02109. The Shares were originally acquired by the Selling Stockholders in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act as part of the consideration for their consent, as holders of the Notes, to an amendment of indebtedness covenants in the indenture relating to the Notes. The Shares have been registered pursuant to the Registration Rights Agreement dated as of June 9, 1998, by and among the Company and certain of the Selling Stockholders (the "Registration Rights Agreement") which provides that the Company file a registration statement with regard to the Shares within 30 days of the expiration of the consent solicitation period relating to the Notes and keep a registration statement effective until the earlier of (i) the sale of all of the Shares in accordance with such registration statement or (ii) such time as the Shares are saleable by the holders thereof pursuant to Rule 144 under the Securities Act. Although none of the Selling Stockholders has advised the Company that it currently intends to sell all or any of the Shares pursuant to this Prospectus, the Selling Stockholders may choose to sell the Shares from time to time upon notice to the Company. See "Plan of Distribution." The Prospectus will be further supplemented to set forth the name and number of shares beneficially owned by the Selling Stockholders other than those referenced above (the "Other Selling Stockholders") that intend to sell their Shares and the number of Shares to be offered. The Prospectus Supplement will also disclose whether any of such Other Selling Stockholders selling in connection with such Prospectus Supplement has held any position or office with, been employed by or otherwise has had a material relationship with, the Company or any of its affiliates during the three years prior to the date of the Prospectus Supplement. 3