UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 0)*
Mothers Work, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
619903107
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Seth M. Lynn, jr.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization:
United States Citizen
5. Sole Voting Power
419,681
Number of 6. Shared Voting Power
Shares
Beneficially None
Owned By
Each Reporting
Person With 7. Sole Dispositive Power
419,681
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
419,681
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9):
8.1%
12. Type of Reporting Person (See Instructions):
IN
CUSIP No. 619903107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Byram Capital Management LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization:
State of Delaware
5. Sole Voting Power
419,681
Number of 6. Shared Voting Power
Shares
Beneficially None
Owned By
Each Reporting
Person With 7. Sole Dispositive Power
419,681
8. Shared Dispositive Power
None
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
419,681
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9):
8.1%
12. Type of Reporting Person (See Instructions):
IA
Item 1.
(a) Name of Issuer: Mothers Work, Inc.
(b) Address of Issuer's Principal Executive Offices:
456 No. 5th Street; Philadelphia, PA 19123
Item 2.
(a) Name of Person Filing:
Seth M. Lynn, jr.
Byram Capital Management LLC
This statement is jointly filed by Byram Capital Management LLC
("BCM") and Seth M. Lynn, jr. (together with BCM, the "Reporting
Persons"). Because Seth M. Lynn, jr. is the majority owner and managing
member of BCM, the Reporting Persons may be deemed, pursuant to Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the "Act"), to be the
beneficial owners of all shares of Common Stock of the Issuer held by
BCM. The Reporting Persons are filing this joint statement, as they may
be considered a "group" under Section 13(d)(3) of the Act. However,
neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that such a group
exists. Seth M. Lynn, jr. disclaims beneficial ownership of the shares of
Common Stock of the Issuer covered by this Schedule 13-G except to the extent of
his pecuniary interest therein.
(b) Address of Principal Business Office or, if none, Residence:
41 West Putnam Avenue
Greenwich, CT 06830
(c) Citizenship:
Seth M. Lynn, jr. - United States Citizen
Byram Capital Management LLC - State of Delaware
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share
(e) CUSIP Number:
619903107
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ X ] An investment adviser in accordance with 240.13d-1
(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 5 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
419,681 (Note 1)
(b) Percent of class:
8.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
419,681 (Note 1)
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of:
419,681 (Note 1)
(iv) Shared power to dispose or to direct the
disposition of:
None
Note 1: Represents shares held directly by BCM. Seth M. Lynn, jr., as the
majority owner and managing member of BCM, may be deemed to beneficially
own the 419,681 shares of Common Stock of the Issuer held by BCM.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
ENTER DATE OF FILING
February 14, 2005
/s/ Seth M. Lynn, jr.
----------------------------
Seth M. Lynn, jr.
Byram Capital Management LLC
By:/s/ George R. Kress
----------------------------
George R. Kress, CFA
Managing Director and Chief Compliance Officer
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated February
14, 2005, with respect to the shares of Common Stock of Mothers Work, Inc. and
any further amendments thereto executed by each and any of the undersigned shall
be filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Dated: February 14, 2005