-----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, NwGCDilnpCbsDkHW0SUSHXm12+Y5E78kKaObIoddPukQ7xpH4DaVOeTk2RXKwqgY Klw5vn5T8trmIDu9Q6mtxA== 0000919574-00-000492.txt : 20000414 0000919574-00-000492.hdr.sgml : 20000414 ACCESSION NUMBER: 0000919574-00-000492 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000413 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34082 FILM NUMBER: 600679 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN PARTNERS LP CENTRAL INDEX KEY: 0000943552 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124469500 MAIL ADDRESS: STREET 1: 6 EAST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: Hanover Direct, Inc. Title of Class of Securities: Common Stock, $0.66 2/3 par value CUSIP Number: 410783104 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Peter Woodward, c/o Regan Partners, L.P., 600 Madison Avenue, 26th Floor New York, New York 10022; (212) 317-1646 (Date of Event which Requires Filing of this Statement) March 1, 2000 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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.: 410783104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization New Jersey Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 23,903,700 9. Sole Dispositive Power: 10. Shared Dispositive Power: 23,903,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 23,903,700 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 11.2% 14. Type of Reporting Person PN 3 CUSIP No.: 410783104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Regan International Fund Limited 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 12,348,500 9. Sole Dispositive Power: 10. Shared Dispositive Power: 12,348,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,348,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 5.8% 14. Type of Reporting Person PN 5 CUSIP No.: 410783104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Basil P. Regan 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 626,000 8. Shared Voting Power: 42,843,850 9. Sole Dispositive Power: 626,000 10. Shared Dispositive Power: 42,843,850 11. Aggregate Amount Beneficially Owned by Each Reporting Person 43,469,850 6 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 20.4% 14. Type of Reporting Person IN 7 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report the ownership of Regan Partners, L.P. (the "Partnership"), Regan International Fund Limited (the "International Fund") and Basil P. Regan (together with the Partnership and the International Fund, the "Reporting Persons") in the Common Stock, $0.66 2/3 par value (the "Shares"), of Hanover Direct, Inc. (the "Issuer") has changed: the ownership of the Partnership is 11.2%; the International Fund is 5.8% and the beneficial ownership of Basil P. Regan is 20.4% and to report that on March 1, 2000, Basil P. Regan was elected to the Board of Directors of the Issuer. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Partnership owns 23,903,700 Shares; the International Fund owns 12,348,500 Shares; and Basil P. Regan is deemed to beneficially own 43,469,850 Shares. All 43,469,850 Shares are held by either the Partnership, the International Fund or Basil P. Regan. All of the Shares were purchased in open market transactions by the Reporting Persons. The Shares were purchased for an aggregate purchase price of $105,156,009. The funds for the purchase of the Shares held in the Partnership and the International Fund, have come from the working capital of the Partnership and the International Fund. The funds for the purchase of the Shares held by Basil P. Regan came from the Reporting Person's own funds. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions No change. 8 Item 5. Interest in Securities of Issuer As of the date hereof, the Partnership owns 23,903,700 Shares, the International Fund owns 12,348,500 Shares and Basil P. Regan is deemed to be the beneficial owner of 43,469,850 Shares. Based on the Issuer's filing on Form 10-K on March 24, 2000, as of March 17, 2000 there were 213,308,946 Shares outstanding. Therefore, the Partnership owns 11.2%, the International Fund owns 5.8% and Basil P. Regan is deemed to beneficially own 20.4% of the outstanding Shares. The Reporting Persons have the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they own or are deemed to beneficially own. All transactions in the Shares effected by the Reporting Persons during the sixty days prior to March 1, 2000 through the date of this filing were effected in open-market transactions and are set forth in Exhibit B hereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to March 1, 2000 through the date of this filing is filed herewith as Exhibit B. 9 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President BASIL P. REGAN /s/ Basil P. Regan _________________________________ Basil P. Regan April 13, 2000 10 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated April 13, 2000 relating to the Common Stock of Hanover Direct, Inc. shall be filed on behalf of the undersigned. REGAN PARTNERS, L.P. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, General Partner REGAN INTERNATIONAL FUND LIMITED By: Regan Fund Management Ltd. By: /s/ Basil P. Regan _______________________________ Basil P. Regan, President BASIL P. REGAN /s/ Basil P. Regan _______________________________ Basil P. Regan 11 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Number of Shares Date (excluding commission) Purchased or (Sold) ____ __________________________ _____________________ 01/31/00 2.935 26,900 01/31/00 2.905 25,000 01/31/00 3.018 25,000 01/31/00 3.038 900 01/31/00 3.070 50,000 01/31/00 3.060 50,000 02/01/00 2.788 10,000 02/14/00 2.893 1,700 02/15/00 2.830 5,000 12 01394002.AP5 -----END PRIVACY-ENHANCED MESSAGE-----