-----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, Hhytm3hSbVw2+oX2D2UC56GJqqusA251ZTTu29f6ICEDMgF+C7bflirDC0bygtfp +aVwBYDYB+yVTHDl8bmr7w== 0000950123-94-000567.txt : 19940324 0000950123-94-000567.hdr.sgml : 19940324 ACCESSION NUMBER: 0000950123-94-000567 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940323 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-34082 FILM NUMBER: 94517436 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN RESOURCES LTD/QUASHA ALAN GRANT CENTRAL INDEX KEY: 0000905374 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 127 EAST 73RD ST CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 AMENDMENT NO.15 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) HANOVER DIRECT, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.66 2/3 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 440506 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas A. Huser, Esq. Quadrant Management, Inc. 127 East 73rd Street New York, New York 10021 (212) 439-9292 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 1994 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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 [ ] . Check the following box if a fee is being paid with this statement [ ] . (Continued on following page(s)) Page 1 of 14 Pages Exhibit Index Appears on Page 7 2 CUSIP NO. 440506 10 3 13D Page 2 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NAR Group Limited (no Fed. I.D. No.) - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - --------------------------------------------------------------------------- 5 CHECK BOX 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 7 SOLE VOTING POWER None OF ---------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 51,875,259 shares OWNED ---------------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 51,875,259 shares - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,875,259 shares - --------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.6% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - --------------------------------------------------------------------------- 3 CUSIP NO. 440506 10 3 13D Page 3 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan Grant Quasha, S.S. No. ###-##-#### - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - --------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER None OF ---------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 51,875,259 shares OWNED ---------------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER None REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 51,875,259 shares - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,875,259 shares - --------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.6% - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- 4 CUSIP NO. 440506 10 3 13D Page 4 of 14 Pages Item 1. Security and Issuer. This Amendment No. 15 to Statement on Schedule 13D (the "Amendment"), filed with respect to events that occurred on March 8, 1994, relates to shares of Common Stock, par value $0.66-2/3 per share, of Hanover Direct, Inc., a Delaware corporation(1) (the "Common Stock" and the "Issuer", respectively), whose principal executive offices are located at 1500 Harbor Boulevard, Weehawken, New Jersey 07087. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning ascribed thereto in the original Statement on Schedule 13D, as modified by Amendments No. 1 - 14 thereto (the "Amended Statement"). Item 2. Identity and Background. This Statement is filed by NAR Group Limited (formerly North American Resources Limited), on behalf of itself and its direct or indirect wholly owned subsidiaries, Quadrant Capital Corp. ("QCC") and Westmark Holdings Limited ("Westmark") (individually or collectively, as the context requires, "NAR"), and Alan G. Quasha ("Mr. Quasha") (collectively, NAR and Mr. Quasha are sometimes hereinafter referred to as the "Reporting Persons"). NAR is the beneficial owner of certain of the Issuer's securities. Mr. Quasha, who is a director of the Issuer, has been designated by the Board of Directors of NAR to oversee NAR's investment in the Issuer, and may therefore be deemed to be an indirect beneficial owner of the Issuer's securities beneficially owned by NAR. NAR's stockholders, Richemont Group Limited ("Richemont Group"), Evansville Limited ("Evansville") and Mr. Quasha, may be deemed to jointly control NAR. Richemont Group may be deemed to be controlled, through intermediate entities (Richemont S.A. and Compagnie Financiere Richemont AG), by Compagnie Financiere Ehrbar. Evansville may be deemed to be controlled by the Phyllis Quasha Revocable Trust. Phyllis G. Quasha, as the settlor of the Trust, may be deemed to control the Trust. Phyllis G. Quasha is Mr. Quasha's mother. Mr. Quasha is one of the beneficiaries of the Trust. Based upon the foregoing considerations, for purposes of General Instruction C to Schedule 13D, Richemont Group, Richemont S.A., Compagnie Financiere Richemont AG, Compagnie Financiere Ehrbar, Evansville, the Phyllis Quasha Revocable Trust and Phyllis G. Quasha (collectively, the "Instruction C Persons") may be deemed to control NAR. - -------------------- (1)In September of 1993, the Issuer became the successor of The Horn & Hardart Company and The Hanover Companies for purposes of Section 16 pursuant to successive mergers. These mergers had the effect of changing the Issuer's domicile and name but did not alter the respective interests of security holders. 5 CUSIP NO. 440506 10 3 13D Page 5 of 14 Pages Exhibit A sets forth the name, place of organization, principal business, address of principal business and address of principal office of each of the Reporting Persons and Instruction C Persons. The name, citizenship, business address and present principal occupation or employment of each executive officer and director of the Reporting Persons and Instruction C Persons, as well as the name, principal business and address of the corporation or other organization in which such occupation or employment is conducted, are set forth in Exhibit B. During the five years prior to the date hereof, none of the Reporting Persons nor, to the best of their knowledge, the Instruction C Persons or any executive officer or director of any of the Reporting Persons or Instruction C Persons, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to 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 violation with respect to such laws. Except as expressly set forth herein, the joint filing of this Statement shall not be construed as an admission that any person named herein is, for the purpose of Section 13(d) or (g) of the Securities Exchange Act or for any other purpose, the indirect beneficial owner of any or all of the securities of the Issuer beneficially owned directly by another person, and each such person disclaims such indirect beneficial ownership, except that NAR does not disclaim indirect beneficial ownership of securities of the Issuer beneficially owned directly by QCC or Westmark. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of the Transaction. Pursuant to Letter Agreements, dated March 8, 1994 (the "Lock-Up Letters"), by and among each of Westmark Holdings Limited, Quadrant Capital Corp. and Alan G. Quasha (the "Reporting Persons") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Alex Brown & Sons Incorporated (the "Underwriters"), the Reporting Persons represented and agreed that from the date of the Lock-Up Letters until 180 days after the effecitve date of the Registration Statement relating to the planned public offering of shares of Common Stock by the Company, 6 CUSIP NO. 440506 10 3 13D Page 6 of 14 Pages they will not without the prior consent of Merrill Lynch, directly or indirectly sell (or offer or contract to sell), transfer, pledge (subject to certain specified exceptions) or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, except under certain circumstances outlined in the Lock-Up Letters. Under certain circumstances, which are described in the Lock-Up Letters, the Lock-Up Letters will have no force and effect. The foregoing description of the Lock-Up Letters is a summary of certain of its terms and reference is made to a copy of the Lock-Up Letters which is attached hereto as Exhibit GG and incorporated herein by reference for all of its terms and conditions. Item 5. Interest in Securities of the Issuer. (a) & (b) The Issuer has a total of 82,933,177 shares of Common Stock issued and outstanding as disclosed in the Issuer's press release dated February 18, 1994. Pursuant to Rule 13d-3, the Reporting Persons may be deemed to beneficially own an aggregate of 51,875,259 shares of Common Stock, including 5,033,735 shares issuable upon conversion, exercise or exchange of other securities as contemplated by rule 13d-3(d)(1)(i). Pursuant to Rule 13d-3(d)(1)(i), such 51,875,259 shares of Common Stock constitute an aggregate of approximately 62.6% of the outstanding Common Stock. For purposes of Section 13(d), the Reporting Persons may be deemed to have shared power to vote and dispose of, or to direct the voting and disposition of, the securities referred to in this paragraph. (c) Other than the transactions described in this Statement, no transactions in the shares of Common Stock have been effected during the past 60 days by the Reporting Persons, or, to the best of their knowledge, the Instruction C Persons or any of the persons named in Exhibit B. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Reference is hereby made to Items 3 and 4 hereof for a description of certain contracts, arrangements, understandings and relationships relating to the securities of the Issuer. Except as described therein, none of the Reporting Persons nor, to the best of their knowledge, any executive officer or director thereof, has any contract, 7 CUSIP NO. 440506 10 3 13D Page 7 of 14 Pages arrangement, understanding or relationship with one or more security holders of the Issuer or others, with respect to the purchase, holding, voting or disposition of shares of Common Stock or other securities of the Issuer which are convertible or exercisable into such shares. Each of such persons reserves the right to enter into any such contract, arrangement, understanding or relationship in the future. Item 7. Material to be Filed as Exhibits. Page Exhibits A-FF: [Previously filed]. Exhibit GG: Letter Agreements dated as of March 8, 1994 among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Alex Brown & Sons Incorporated and each of Westmark Holdings Limited, Quadrant Capital Corp. and Alan G. Quasha 9 8 CUSIP NO. 440506 10 3 13D Page 8 of 14 Pages SIGNATURES After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 18, 1994 NAR GROUP LIMITED By: /s/ Thomas A. Huser --------------------------- Thomas A. Huser, its Attorney-in-Fact ALAN GRANT QUASHA By: /s/ Thomas A. Huser --------------------------- Thomas A. Huser, his Attorney-in-Fact 9 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- Exhibits A-FF: [Previously filed]. Exhibit GG: Letter Agreements dated as of March 8, 1994 among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Alex Brown & Sons Incorporated and each of Westmark Holdings Limited, Quadrant Capital Corp. and Alan G. Quasha EX-99.GG 2 LETTER AGREEMENTS 1 CUSIP NO. 440506 10 3 13D Page 9 of 14 Pages Exhibit GG March 8, 1994 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Alex. Brown & Sons Incorporated c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower New York, New York 10281-1201 Ladies and Gentlemen: The undersigned is a securityholder of Hanover Direct, Inc. (the "Company"). The undersigned understands that the Company and certain securityholders of the Company plan to sell shares of the Company's common stock, par value $.662/3 per share ("Common Stock"), including shares subject to over-allotment options, to certain underwriters (the "Underwriters") represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to offer such shares of Common Stock to the public (the "Offering"). In order to induce the Underwriters to participate in the Offering, the undersigned represents and agrees that from the date of this letter until 180 days after the Registration Statement on Form S-3 (Registration No. 33-52353) relating to the sale of 10,000,000 shares of Common Stock (excluding the shares of Common Stock to be sold upon exercise of the Underwriters' over-allotment options) filed by the Company with the Securities and Exchange Commission, as amended (the "Registration Statement"), becomes effective, the undersigned will not, without the prior written consent of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, directly or indirectly sell (or offer or contract to sell), transfer, pledge or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock except to affiliates of NAR Group Limited; provided, however, that any such affiliate-transferee will execute and deliver a copy of this letter agreement to Merill Lynch & Co. 2 CUSIP NO. 440506 10 3 13D Page 10 of 14 Pages This letter will further confirm that the undersigned has not taken, and until 180 days after the effective date of the Registration Statement, will not take, directly or indirectly, any action which might result in the stabilization of the price of the Common Stock. This letter may be relied upon by the Company and the Underwriters. Very truly yours, QUADRANT CAPITAL CORP. By: /s/John R. Schoemer ----------------------- Name: John R. Schoemer Title: Vice President Confirmed and accepted as of the date first above written: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated ALEX. BROWN & SONS INCORPORATED By: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/Charles S. Hilliard -------------------------- Name: Charles S. Hilliard Title: Associate On behalf of themselves and each of the Underwriters 3 CUSIP NO. 440506 10 3 13D Page 11 of 14 Pages Exhibit GG March 8, 1994 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Alex. Brown & Sons Incorporated c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower New York, New York 10281-1201 Ladies and Gentlemen: The undersigned is a securityholder of Hanover Direct, Inc. (the "Company"). The undersigned understands that the Company and certain securityholders of the Company plan to sell shares of the Company's common stock, par value $.662/3 per share ("Common Stock"), including shares subject to over-allotment options, to certain underwriters (the "Underwriters") represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to offer such shares of Common Stock to the public (the "Offering"). In order to induce the Underwriters to participate in the Offering, the undersigned represents and agrees that from the date of this letter until 180 days after the Registration Statement on Form S-3 (Registration No. 33-52353) relating to the sale of 10,000,000 shares of Common Stock (excluding the shares of Common Stock to be sold upon exercise of the Underwriters' over-allotment options) filed by the Company with the Securities and Exchange Commission, as amended (the "Registration Statement"), becomes effective, the undersigned will not, without the prior written consent of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, directly or indirectly sell (or offer or contract to sell), transfer, pledge or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock except to affiliates of NAR Group Limited; provided, however, that any such affiliate-transferee will execute and deliver a copy of this letter agreement to Merill Lynch & Co. 4 CUSIP NO. 440506 10 3 13D Page 12 of 14 Pages This letter will further confirm that the undersigned has not taken, and until 180 days after the effective date of the Registration Statement, will not take, directly or indirectly, any action which might result in the stabilization of the price of the Common Stock. This letter may be relied upon by the Company and the Underwriters. Very truly yours, WESTMARK HOLDINGS LIMITED By: /s/John R. Schoemer ----------------------- Name: John R. Schoemer Title: Attorney-in-Fact Confirmed and accepted as of the date first above written: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated ALEX. BROWN & SONS INCORPORATED By: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/Charles S. Hilliard -------------------------- Name: Charles S. Hilliard Title: Associate On behalf of themselves and each of the Underwriters 5 CUSIP NO. 440506 10 3 13D Page 13 of 14 Pages Exhibit GG March 8, 1994 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Alex. Brown & Sons Incorporated c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower New York, New York 10281-1201 Ladies and Gentlemen: The undersigned is a securityholder of Hanover Direct, Inc. (the "Company"). The undersigned understands that the Company and certain securityholders of the Company plan to sell shares of the Company's common stock, par value $.662/3 per share ("Common Stock"), including shares subject to over-allotment options, to certain underwriters (the "Underwriters") represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to offer such shares of Common Stock to the public (the "Offering"). In order to induce the Underwriters to participate in the Offering, the undersigned represents and agrees that from the date of this letter until 180 days after the Registration Statement on Form S-3 (Registration No. 33-52353) relating to the sale of 10,000,000 shares of Common Stock (excluding the shares of Common Stock to be sold upon exercise of the Underwriters' over-allotment options) filed by the Company with the Securities and Exchange Commission, as amended (the "Registration Statement"), becomes effective, the undersigned will not, without the prior written consent of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, directly or indirectly sell (or offer or contract to sell), transfer, pledge or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. In the event that the Registration Statement does not become effective by May 31, 1994, this letter agreement shall be of no further effect. This letter will further confirm that the undersigned has not taken, and until 180 days after the effective date of the Registration Statement, will not take, directly or indirectly, any action which might result in the stabilization of the price of the Common Stock. 6 CUSIP NO. 440506 10 3 13D Page 14 of 14 Pages This letter may be relied upon by the Company and the Underwriters. Very truly yours, /s/Alan G. Quasha -------------------- Name: Alan G. Quasha Confirmed and accepted as of the date first above written: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated ALEX. BROWN & SONS INCORPORATED By: MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/Charles S. Hilliard -------------------------- Name: Charles S. Hilliard Title: Associate On behalf of themselves and each of the Underwriters -----END PRIVACY-ENHANCED MESSAGE-----