-----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, SGdVV3jQrodbM0nExUB7lWaO4+Os3EyhtxbwQggR1MSFoLmHGFOsF8E17zExdftp CWtEfAR9mvRY1meY3wcGaw== 0000919574-98-000002.txt : 19980107 0000919574-98-000002.hdr.sgml : 19980107 ACCESSION NUMBER: 0000919574-98-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980106 SROS: AMEX 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: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34082 FILM NUMBER: 98501734 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.: 3 Name of Issuer: Hanover Direct, Inc. Title of Class of Securities: Common Stock, $0.66 2/3 par value CUSIP Number: 440506 10 3 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street New York, New York 10017; (212) 661-3442 (Date of Event which Requires Filing of this Statement) December 31, 1997 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.: 440506 10 3 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: 11,380,100 9. Sole Dispositive Power: 10. Shared Dispositive Power: 11,380,100 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,380,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 5.69% 14. Type of Reporting Person PN 3 CUSIP No.: 440506 10 3 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: 11,750,000 8. Shared Voting Power: 6,416,800 9. Sole Dispositive Power: 11,750,000 10. Shared Dispositive Power: 6,416,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,166,800 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 9.08% 14. Type of Reporting Person IN 5 The purpose of this Amendment No. 3 to the previously filed Schedule 13D is to report that the deemed beneficial ownership of Basil P. Regan in the Common Stock, $0.66 2/3 par value (the "Shares"), of Hanover Direct, Inc. (the "Issuer") has increased from 7.93% to 9.08% of the Shares outstanding and to report that Regan Partners, L.P. (the "Partnership" and, together with Mr. Regan, the "Reporting Persons") is the beneficial owner of 5.69% of the Shares outstanding. Item 1. Security and Issuer No change. Item 2. Identity and Background This statement is being filed on behalf of the Reporting Persons. Mr. Regan is the general partner of the Partnership and is a general partner of Athena Partners, L.P.("Athena"), each of which is a New Jersey limited partnership, and is the principal of Regan Fund Management Ltd., a New York corporation. Regan Fund Management Ltd. is the investment manager of Regan International Fund Limited, a British Virgin Islands Corporation (the "International Fund"), and has investment discretion over certain managed accounts, one of which holds Shares of the Issuer (the "managed account"). None of the Reporting Persons nor any of the entities named above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons nor any of the entities named above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Regan is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Partnership owns 11,380,100 Shares and Basil P. Regan is deemed to beneficially own 18,166,800 Shares. All 18,166,800 Shares are held by either the Partnership, Athena, the International Fund, the managed account, Mr. Regan or an account over which Mr. Regan has investment discretion. All of the Shares 6 were purchased in open market transactions. The Shares deemed to beneficially owned by Mr. Regan that have been purchased since the most recent filing on Schedule 13D were purchased for an aggregate purchase price of $5,880,100.70. The 11,380,100 Shares owned by the Partnership were purchased for an aggregate purchase price of $17,824,786.80. The funds for the purchase of the Shares held in the Partnership, Athena, the International Fund, the managed account or the account over which Mr. Regan has investment discretion have come from the working capital of the Partnership, Athena, the International Fund, the managed account or the account over which Mr. Regan has investment discretion. The funds for the purchase of the Shares held by Mr. Regan came from Mr. Regan's own funds. No funds were borrowed to purchase any of the shares. Item 4. Purpose of Transactions No change. Item 5. Interest in Securities of Issuer As of the date hereof, the Partnership owns 11,380,100 Shares and Basil P. Regan is deemed to be the beneficial owner of 18,166,800 Shares. Based on the Issuer's filing on Form 10-Q on November 12, 1997, as of November 4, 1997 there were 200,000,553 Shares outstanding. Therefore, the Partnership owns 5.69% and Basil P. Regan is deemed to beneficially own 9.08% 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 are deemed to beneficially own. All transactions in the Shares effected by the Reporting Persons since the most recent filing on Schedule 13D 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. A joint filing agreement is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting 7 Persons since the most recent filing on Schedule 13D through the date of this filing. 8 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 /s/ Basil P. Regan _________________________________ Basil P. Regan January 6, 1998 9 AGREEMENT The undersigned agree that this Schedule 13D dated January 6, 1998 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 /s/ Basil P. Regan _________________________________ Basil P. Regan 10 01394002.AH7 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Number of Shares Date (excluding commission) Purchased or (Sold) ____ __________________________ _____________________ 12/3/97 $2.4375 25,000 12/3/97 2.469 75,000 12/4/97 2.3815 25,000 12/4/97 2.445 25,000 12/5/97 2.4375 25,000 12/8/97 2.4375 37,400 12/9/97 2.4375 25,600 12/9/97 2.406 25,000 12/10/97 2.4375 50,000 12/10/97 2.4265 25,000 12/11/97 2.417 25,000 12/11/97 2.375 25,000 12/12/97 2.4375 75,000 12/12/97 2.428 24,700 12/15/97 2.4375 75,000 12/16/97 2.375 25,000 12/17/97 2.4375 50,000 12/18/97 2.3125 25,000 12/18/97 2.429 25,000 12/18/97 2.375 25,000 12/19/97 2.375 75,000 12/19/97 2.354 25,000 12/19/97 2.325 25,000 12/22/97 2.25 50,000 12/22/97 2.2875 25,000 12/22/97 2.267 15,800 12/23/97 2.346 25,000 12/23/97 2.309 50,000 12/24/97 2.3725 100,000 12/26/97 2.4375 25,000 12/26/97 2.412 25,000 12/29/97 2.407 50,000 12/29/97 2.4375 25,000 12/30/97 2.5 25,000 12/30/97 2.5625 25,000 12/30/97 2.473 44,400 12/30/97 2.4375 50,000 12/30/97 2.539 75,300 12/31/97 2.639 50,000 11 01394002.AH7 12/31/97 2.6875 209,600 12/31/97 2.875 169,500 12/31/97 2.731 183,600 12/31/97 2.75 200,000 1/2/98 2.75 25,000 1/5/98 2.8125 25,000 12 01394002.AH7 -----END PRIVACY-ENHANCED MESSAGE-----