-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VL4IjK9X4SN0HtiX7zaX73MTP67zwCI6YPdHMCEaP+z4q67ZQtoI9QQ28uzOFmoi goxsl25KDQa4jM2GAGoBaQ== 0000950123-94-000521.txt : 19940318 0000950123-94-000521.hdr.sgml : 19940318 ACCESSION NUMBER: 0000950123-94-000521 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC /DE// CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: 5961 IRS NUMBER: 138053260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 33 SEC FILE NUMBER: 033-52687 FILM NUMBER: 94516470 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on March 17, 1994 Registration No. 33-52687 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- HANOVER DIRECT, INC. (Exact name of registrant as specified in its charter) Delaware 1500 Harbor Boulevard 13-0853260 (State or other jurisdiction of Weehawken, New Jersey 07087 (I.R.S. Employer Identification incorporation or organization) (201) 863-7300 Number) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
-------------------- Michael P. Sherman, Esq. Hanover Direct, Inc. 1500 Harbor Boulevard Weehawken, New Jersey 07087 (201) 863-7300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Monte E. Wetzler, Esq. Whitman Breed Abbott & Morgan 200 Park Avenue New York, New York 10166 (212) 351-3000 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ --------------- The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== Exhibit index on page 2 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. Exhibits.
Exhibit Page Number Description of Exhibit Number ------ ---------------------- ------ 4 Indenture between Hanover Direct, Inc. and First Trust National Association, as Trustee, dated as of August 17, 1993 (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Hanover Direct, Inc. for the fiscal year ended January 1, 1994). -- 5 Opinion of Whitman Breed Abbott & Morgan as to the legality of the securities being registered. * 12 Statement re computation of ratio of earnings to fixed charges. * 23.1 Consents of Arthur Andersen & Co. * 23.2 Consent of KPMG Peat Marwick. * 23.3 Consent of Deloitte & Touche. * 23.4 Consent of Ernst & Young. * 23.5 Consent of Whitman Breed Abbott & Morgan (included in the opinion set forth as Exhibit 5 to this Registration Statement). * 24 Powers of Attorney of certain directors and officers of the Company (included on page II-7 of this Registration Statement as filed with the Securities and Exchange Commission on March 15, 1994). * 25 Statement of Eligibility and Qualification of First Trust National Association, as Trustee, on Form T-1.
- ---------------- * Previously filed. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Hanover Direct, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Weehawken, State of New Jersey, on the 17th day of March, 1994. HANOVER DIRECT, INC. By: /s/ Jack E. Rosenfeld -------------------------------------- Jack E. Rosenfeld, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated on March 17, 1994.
NAME TITLE ---- ----- /s/ Alan G. Quasha* Chairman of the Board and Director - -------------------------------------- Alan G. Quasha /s/ Jack E. Rosenfeld Director, President and Chief Executive Officer - -------------------------------------- (principal executive officer) Jack E. Rosenfeld /s/ Wayne P. Garten* Executive Vice President and Chief Financial Wayne P. Garten - -------------------------------------- Officer (principal financial officer) /s/ David E. Ullman* Vice President, Controller - -------------------------------------- (principal accounting officer) David E. Ullman /s/ Ralph Destino* Director - -------------------------------------- Ralph Destino /s/ J. David Hakman* Director - -------------------------------------- J. David Hakman /s/ S. Lee Kling* Director - -------------------------------------- S. Lee Kling Director - ------------------------------------- Theodore H. Kruttschnitt
II-2 4 /s/ Jeffrey Laikind* Director - -------------------------------------- Jeffrey Laikind /s/ Elizabeth Valk Long* Director - -------------------------------------- Elizabeth Valk Long /s/ Edmund R. Manwell* Director - -------------------------------------- Edmund R. Manwell /s/ Geraldine Stutz* Director - -------------------------------------- Geraldine Stutz /s/ Robert F. Wright* Director - -------------------------------------- Robert F. Wright
- ------------------------- * Michael P. Sherman, pursuant to a Power of Attorney executed by each of the directors and officers noted above and filed with the Securities and Exchange Commission, by signing his name hereto, does hereby sign and execute this Amendment No. 1 to Registration Statement on Form S-3 on behalf of each of the persons noted above, in the capacities indicated. /s/ Michael P. Sherman ------------------------------- Michael P. Sherman II-3 5 INDEX TO EXHIBITS
Exhibit Page Number Description of Exhibit Number ------ ---------------------- ------ 4 Indenture between Hanover Direct, Inc. and First Trust National Association, as Trustee, dated as of August 17, 1993 (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of Hanover Direct, Inc. for the fiscal year ended January 1, 1994). -- 5 Opinion of Whitman Breed Abbott & Morgan as to the legality of the securities being registered. * 12 Statement re computation of ratio of earnings to fixed charges. * 23.1 Consents of Arthur Andersen & Co. * 23.2 Consent of KPMG Peat Marwick. * 23.3 Consent of Deloitte & Touche. * 23.4 Consent of Ernst & Young. * 23.5 Consent of Whitman Breed Abbott & Morgan (included in the opinion set forth as Exhibit 5 to this Registration Statement). * 24 Powers of Attorney of certain directors and officers of the Company (included on page II-7 of this Registration Statement as filed with the Securities and Exchange Commission on March 15, 1994). * 25 Statement of Eligibility and Qualification of First Trust National Association, as Trustee, on Form T-1.
- --------------- * Previously filed. EX-25 2 FORM T-1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM T-1 Statement of Eligibility and Qualification Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee FIRST TRUST NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) United States 41-0257700 (State of Incorporation) (I.R.S. Employer Identification No.)
First Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (Zip Code)
HANOVER DIRECT, INC. (Exact name of registrant as specified in its charter) Delaware 13-0853260 (State of Incorporation) (I.R.S. Employer Identification No.)
1500 Harbor Boulevard Weehawken, New Jersey 07087 (Address of Principal Executive Offices) (Zip Code)
9.25% SENIOR SUBORDINATED NOTES, SERIES A, DUE AUGUST 1, 1988 (Title of the Indenture Securities) 2 GENERAL 1. General Information Furnish the following information as to the Trustee. (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter for the obligor is an affiliate of the Trustee, describe each such affiliation. None See Note following Item 16. Items 3-15 are not applicable because to the best of the Trustee's knowledge the obligor is not in default under any Indenture for which the Trustee acts as Trustee. 16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement of eligibility and qualification. Each of the exhibits listed below is incorporated by reference from a previous registration 1. Copy of Articles of Association. 2. Copy of Certificate of Authority to Commence Business. 3. Authorization of the Trustee to exercise corporate trust powers (included in Exhibits 1 and 2; no separate instrument). 4. Copy of existing By-Laws. 5. Copy of each Indenture referred to in Item 4. N/A. 6. The consents of the Trustee required by Section 321(b) of the act. 7. Copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. 3 NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligor within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligor, or affiliates, are based upon information furnished to the Trustee by the obligor. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, First Trust National Association, an Association organized and existing under the laws of the United States, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Saint Paul and State of Minnesota on the 15th day of March, 1994. FIRST TRUST NATIONAL ASSOCIATION [SEAL] /s/ Scott Strodthoff ------------------------------ Scott Strodthoff Assistant Vice President /s/ David H. Bluhm ------------------- David H. Bluhm Assistant Secretary 4 EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: March 15, 1994 FIRST TRUST NATIONAL ASSOCIATION /s/ Scott Strodthoff ----------------------------- Scott Strodthoff Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----