-----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, BpwCpSQMc0Fiia5s57qQ0mfY4zO5O7cXOJVgj6Sa9fhRdYEJsYJCrRoGkWo5E3Bj GjcZ8zosY1Darx+6d4DSYg== 0000919574-00-001068.txt : 20001207 0000919574-00-001068.hdr.sgml : 20001207 ACCESSION NUMBER: 0000919574-00-001068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001206 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: 784127 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 BASIL P CENTRAL INDEX KEY: 0001056575 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126613272 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2 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) October 31st, 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: 0 8. Shared Voting Power: 22,586,700 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 22,586,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 22,586,700 2 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 10.6% 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: 0 8. Shared Voting Power: 10,602,300 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 10,602,300 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,602,300 4 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 5.0% 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: 104,062 8. Shared Voting Power: 38,758,850 9. Sole Dispositive Power: 104,062 10. Shared Dispositive Power: 38,758,850 11. Aggregate Amount Beneficially Owned by Each Reporting Person 38,758,850 6 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 18.1% 14. Type of Reporting Person IN 7 The purpose of this Amendment No. 2 to the previously filed Schedule 13D is (i) to report that Basil P. Regan is no longer a director of the Issuer (as defined below), and (ii) to report that the classification of the type of 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") could be deemed to have changed from passive to active due to certain actions taken by, and on behalf of, the Reporting Persons in recent days and discussed in Item 4 below. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration No change. Item 4. Purpose of Transactions On October 31st, 2000, Mr. Regan sent a letter to the Board of Directors of the Issuer in which he registered his discontent with the management of the Issuer. Item 5. Interest in Securities of Issuer No change. 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. 8 2. A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to October 31st, 2000 through November 30th, 2000 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 December 6, 2000 10 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 6, 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 Date Price Per Share Number of Shares 09-05-00 .7215 300,000 09-05-00 .6535 300,000 10-20-00 .4575 150,000 10-20-00 .3591 150,000 11-09-00 .4800 75,000 11-10-00 .4206 50,000 11-13-00 .3566 121,200 11-13-00 .3530 50,000 11-14-00 .3565 100,000 11-14-00 .3530 50,000 11-15-00 .3530 50,000 11-15-00 .3701 97,000 11-16-00 .2969 550,000 11-16-00 .2404 468,600 11-16-00 .2367 200,000 11-17-00 .2208 150,000 11-17-00 .2359 100,000 11-17-00 .2375 51,500 11-20-00 .2375 690,000 11-21-00 .2359 100,000 11-21-00 .2388 920,000 11-22-00 .2367 200,000 11-24-00 .2361 116,700 11-28-00 .2375 150,000 11-29-00 .2375 200,000 11-30-00 .2375 200,000 12 01394002.AP8 -----END PRIVACY-ENHANCED MESSAGE-----