sc13da207137002_01082008.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. 2 )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)

January 8, 2008
(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
 
534,034
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
534,034
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
534,034
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9%
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
 
534,034
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
534,034
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
534,034
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9%
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
 
78,948
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
78,948
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,948
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
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
 
78,948
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
78,948
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,948
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
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
 
612,982
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
612,982
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
612,982
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.3%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 619903107

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth.

The first paragraph of Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 612,982 Shares owned in the aggregate by Crescendo Partners II and Crescendo Partners III is approximately $10,278,353, including brokerage commissions.  The Shares owned by Crescendo Partners II and Crescendo Partners III were acquired with partnership funds.

Item 5(a) is hereby amended and restated to read as follows:

(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.

As of January 9, 2008, Crescendo Partners II beneficially owns 534,034 Shares, constituting approximately 8.9% of the Shares outstanding.  As the general partner of Crescendo Partners II, Crescendo Investments II may be deemed to beneficially own the 534,034 Shares owned by Crescendo Partners II, constituting approximately 8.9% 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 534,034 Shares owned by Crescendo Partners II, constituting approximately 8.9% of the Shares outstanding.  Mr. Rosenfeld has sole voting and dispositive power with respect to the 534,034 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 January 9, 2008, Crescendo Partners III beneficially owns 78,948 Shares, constituting approximately 1.3% of the Shares outstanding.  As the general partner of Crescendo Partners III, Crescendo Investments III may be deemed to beneficially own the 78,948 Shares owned by Crescendo Partners II, constituting approximately 1.3% 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 78,948 Shares owned by Crescendo Partners III, constituting approximately 1.3% of the Shares outstanding.  Mr. Rosenfeld has sole voting and dispositive power with respect to the 78,948 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.

Item 5(c) is hereby amended to add the following:

(c)           Schedule A annexed hereto lists all transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.  All of such transactions were effected in the open market.

7
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: January 10, 2008
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



8
CUSIP NO. 619903107

SCHEDULE A
Transactions in the Shares Since Filing of Amendment No. 1 to the Schedule 13D

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

CRESCENDO PARTNERS II, L.P., SERIES K
5,750
  
17.2500
01/02/08
9,275
  
17.1301
01/03/08
18,550
  
16.6172
01/04/08
18,550
  
16.4028
01/07/08
9,450
  
16.2498
01/08/08
18,550
  
16.1652
01/09/08

CRESCENDO INVESTMENTS II, LLC
None

CRESCENDO PARTNERS III, L.P.

450
  
17.2500
01/2/08
725
  
17.1301
01/3/08
1,450
  
16.6172
01/4/08
1,450
  
16.4028
01/7/08
750
  
16.2498
01/8/08
1,450
  
16.1652
01/9/08

CRESCENDO INVESTMENTS III, LLC
None

ERIC ROSENFELD
None

9