-----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, M+RmzVy/kZe7bPmVnA5ZWiIMSJtmZ+QoFTckYaB1opXvZ5freBI8IjyM2UG1Bz9P rnZAI+XDDRVENYtjA+qxXw== 0000320333-06-000042.txt : 20060526 0000320333-06-000042.hdr.sgml : 20060526 20060526142543 ACCESSION NUMBER: 0000320333-06-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060525 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 06870159 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 1 form8kwdprivateprop052606.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of report (Date of earliest event reported): May 25, 2006

Hanover Direct, Inc.

(Exact Name of Registrant as Specified in Charter)

 

                

Delaware

1-08056

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))

 


 

 

Item 8.01.

Other Events.

 

Previously the Company reported that it had received a nonbinding proposal from Chelsey Direct LLC (“Chelsey”), the Company’s largest shareholder, to acquire the shares of common stock of the Company that Chelsey did not already own for a cash purchase price of $1.25 per share in a going private transaction.

 

On May 25, 2006, the Company was advised that discussions between Chelsey and the Special Committee of Independent Directors appointed to assess the going private proposal were terminated and as a result, the offer had been withdrawn. In a communication to the Company, Chelsey stated, “Due to the worsening operations of the Company resulting from the matters as recently reported in the Company’s report for the first fiscal quarter, Chelsey has withdrawn its offer.”

 

The Company issued a press release reporting the withdrawal which is attached as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1

Press Release Dated May 26, 2006.

 

 

 

 

2

 


 

 

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)

 

 

 

 

 

May 26, 2006

 

By:

/s/ John W. Swatek

 

 

 

Name:

John W. Swatek

 

 

 

Title:

Senior Vice President,

Chief Financial Officer and Treasurer

 

 

 

 

3

 


 

 

EXHIBIT INDEX

 

99.1

Press Release Dated May 26, 2006.

 

 

 

4

 

 

 

 EX-99 2 exhibit99-1_052606.htm

Exhibit 99.1

 

Hanover Direct, Inc. Reports Withdrawal of Chelsey Going Private Proposal

 

WEEHAWKEN, N.J., May 26 /PRNewswire-FirstCall/ -- Hanover Direct, Inc. (PINK SHEETS: HNVD.PK) announced today it had been advised on May 25, 2006 that discussions between Chelsey Direct LLC and the Special Committee of Independent Directors concerning Chelsey's proposal to take the Company private at $1.25 per share had been terminated and as a result, the offer had been withdrawn.

 

In a communication to the Company, Chelsey stated: “Due to the worsening operations of the Company resulting from the matters as recently reported in the Company’s report for the first fiscal quarter, Chelsey has withdrawn its offer.”

 

Previously the Company reported that it had received a nonbinding proposal from Chelsey, the Company’s largest shareholder, to take the Company private. The Special Committee was appointed to assess the proposed going private transaction.

 

About Hanover Direct, Inc.

Hanover Direct, Inc. provides quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers. The Company's portfolio of home fashion and apparel catalogs and Internet websites include Domestications, The Company Store, Company Kids, Silhouettes, International Male and Undergear. The Company also manufactures Scandia Down branded comforters that sell through specialty retailers and provides product fulfillment, telemarketing, information technology and e-commerce services to third party direct marketing businesses. Information on Hanover Direct, Inc. can be accessed on the Internet at http://www.hanoverdirect.com.

Source: Hanover Direct, Inc.

Contact: John W. Swatek, S.V.P., Chief Financial Officer & Treasurer of Hanover Direct, Inc., +1-201-272-3389

 

 

 

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----