-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VkQrERlJxDdByFvipqruecnzYOCS27oeVxX9i/rPRj+ymZC36tUKlJS973kwyfNh C/KhSOYfJVZA3E4AutuNNQ== 0000320333-05-000014.txt : 20051103 0000320333-05-000014.hdr.sgml : 20051103 20051103170405 ACCESSION NUMBER: 0000320333-05-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051020 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 051177678 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 8-K/A 1 form8ka_110305.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 20, 2005

 

Hanover Direct, Inc.

(Exact Name of Registrant as Specified in Charter)

 

                

Delaware

1-8056

13-0853260

(State or Other Jurisdiction Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

                                   

1500 Harbor Boulevard, Weehawken, NJ

 

07086

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(201) 863-7300

                               

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 

Section 4. Matters related to Accountants or Financial Statements

 

Item 4.01. Changes in Registrant’s Certifying Accountant

 

On November 1, 2005, the Audit Committee appointed Goldstein Golub & Kessler LLP (“GGK”) as its principal independent auditors, replacing KPMG LLP (“KPMG”) who were dismissed on October 20, 2005. GGK has accepted the engagement.

 

During the Company’s two most recent fiscal years or for any subsequent interim periods prior to engaging GGK, neither the Company, nor anyone on the Company’s behalf, had consulted with GGK regarding any of the accounting or auditing issues identified in Item 304(a)(2) of Regulation S-K.

 

The Company requested that KPMG furnish it with a letter addressed to the Securities & Exchange Commission stating whether it agreed with the disclosure made in the Current Report on Form 8-K filed on October 27, 2005. KPMG’s letter is attached as Exhibit 16.01 hereto.

 

Section 9. Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

16.01

Letter from KPMG LLP to the Securities & Exchange Commission dated November 1, 2005.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HANOVER DIRECT, INC.

 

 

(Registrant)

 

 

 

 

 

November 3, 2005

 

By:

/s/ John W. Swatek

 

 

 

Name:

John W. Swatek

 

 

 

Title:

Senior Vice President,

Chief Financial Officer and Treasurer

 

 

 

2

 

 

 

 EX-16 2 exhibit16_01.htm

Exhibit 16.01

KPMG LLP

345 Park Avenue

New York, NY 10154

 

November 1, 2005

Securities and Exchange Commission

Washington, D.C. 20549

 

Ladies and Gentlemen:

We were previously principal accountants for Hanover Direct, Inc. (the “Company”) and, under the date of April 2, 2004, we reported on the consolidated financial statements of Hanover Direct, Inc. as of and for the years ended December 27, 2003 and December 28, 2002 (which report was subsequently withdrawn). On October 20, 2005, we were dismissed as principal accountants. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated October 27, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements that (1) the Audit Committee of the Company’s Board of Directors dismissed KPMG LLP (“KPMG”) for the reasons set forth in Item 4.01, (2) a month after appointing a new Chief Executive Officer, the Company identified a revenue recognition cut-off issue, (3) the Company replaced its senior management commencing with the May 5, 2004 appointment of a new Chief Executive Officer, (4) under new management, the Company has enhanced its internal controls and established a new corporate culture that focuses on ethics, unfettered communication within the organization and compliance, (5) management subsequently added the final two additional remediation steps, (6) the remediation steps memorialized by the Audit Committee on July 12, 2005 or those subsequently added, as identified by management, were implemented by current management, (7) management cooperated with KPMG throughout the audit, (8) the procedures KPMG had requested management to perform were not completed prior to KPMG’s dismissal, and (9) the Audit Committee concluded, among other reasons, that it would be in the best interests of the Company and its shareholders that the Company engage new auditors who had no involvement in the prior audits to conduct the review and complete the audit.

Very truly yours,

 

/s/ KPMG LLP

 

 

 

 

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