-----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, nF1P4dcdygpLV3xNEctmkikaNcXjbKcwtjsPDBl4i7t9uy1WXmOfghNEV11DO1Q3 JwimURYooWnQniZydJ20xQ== 0000950123-94-000781.txt : 19940420 0000950123-94-000781.hdr.sgml : 19940420 ACCESSION NUMBER: 0000950123-94-000781 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940419 GROUP MEMBERS: EDMUND R. MANWELL GROUP MEMBERS: J. DAVID HAKMAN GROUP MEMBERS: KRUTTSCHNITT THEODORE H 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: 1934 Act SEC FILE NUMBER: 005-34082 FILM NUMBER: 94523245 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: KRUTTSCHNITT THEODORE H CENTRAL INDEX KEY: 0000903484 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 415-348-7400 MAIL ADDRESS: STREET 1: 1350 BAYSHORE BLVD SUITE 850 CITY: BURLINGTON STATE: CA ZIP: 94010 SC 13D/A 1 AMENDMENT NO. 10 TO SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) HANOVER DIRECT, INC. (Name of Issuer) Common Stock, $0.66-2/3 par value (Title of Class of Securities) 440506 10 3 (CUSIP Number) Theodore H. Kruttschnitt, III One Bay Plaza, Suite 850 1350 Bayshore Highway Burlingame, CA 94010 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 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 12 Pages Exhibit Index Appears on Page 7 2 CUSIP No. 440506 10 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Theodore H. Kruttschnitt, III 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/ OF A GROUP (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 5,320,887* OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER 5,320,887* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,320,887* 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.42% 14 TYPE OF REPORTING PERSON IN - -------------------------- * See Item 5 hereof. -2- 3 CUSIP No. 440506 10 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. David Hakman 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/ OF A GROUP (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 28,434* OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER 28,434* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,434* 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .03% 14 TYPE OF REPORTING PERSON IN - -------------------------- * See Item 5 hereof. -3- 4 CUSIP No. 440506 10 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edmund R. Manwell 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/ OF A GROUP (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 33,628* OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER 33,628* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,628* 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04% 14 TYPE OF REPORTING PERSON IN - -------------------------- * See Item 5 hereof. -4- 5 Item 1. Security and Issuer. This Amendment No. 10 to Statement on Schedule 13D relates to shares of Common Stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a Delaware corporation and the successor in interest to The Horn & Hardart Company (the "Company"), whose principal executive offices are located at 1500 Harbor Boulevard, Weehawken, New Jersey 07087. Item 2. Identity and Background. (a)-(c) Mr. Theodore H. Kruttschnitt, III's principal occupation is investing and his business address is One Bay Plaza, 1350 Bayshore Highway, Suite 850, Burlingame, California 94010. Mr. J. David Hakman's principal occupation is serving as Chief Executive Officer of Hakman Capital Corporation, an investment banking firm located at 1350 Bayshore Highway, One Bay Plaza, Suite 333, Burlingame, California 94010. Mr. Edmund R. Manwell's principal occupation is serving as Senior Partner of the law firm of Manwell & Milton, 101 California Street, Suite 3750, San Francisco, California 94111. (d)-(f) During the last five years, none of Messrs. Kruttschnitt, Hakman or Manwell has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual 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. Messrs. Kruttschnitt, Hakman and Manwell are all United States citizens. Item 3. Source and Amount of Funds or other Consideration. Not Applicable. Item 4. Purpose of the Transaction. On March 30, 1994, in connection with the Understandings Letter, Mr. Kruttschnitt decided not to sell any of his shares of Common Stock in the Offering. Thus, the Resignation Agreement is void and of no further effect and the Letter Agreement remains in full force and effect. -5- 6 Pursuant to a letter agreement, dated March 8, 1994 (the "Hakman Lock-Up Letter"), by and between Mr. Hakman and the Underwriters, Mr. Hakman agreed that from March 8, 1994 until September 27, 1994 (180 days after the Registration Statement becomes effective), he will not, without the prior written consent of Merrill Lynch, 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. The foregoing description of the Hakman Lock-Up Letter is a summary of certain of its terms and reference is made to a copy of such letter which are attached hereto as Exhibit 1, and incorporated herein by reference for all of its terms and conditions. Item 5. Interest in Securities of the Issuer. (a) Mr. Kruttschnitt is the beneficial owner of 5,320,887 shares of Common Stock of the Company as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Rule 13d-3"), 15,000 of which are options to purchase shares of Common Stock exercisable within 60 days. The 5,320,887 shares of Common Stock represent, in accordance with Rule 13d-3, approximately 6.42% of the 82,933,177 shares of Common Stock outstanding as of January 1, 1994. Mr. Hakman is the beneficial owner of 28,434 shares of Common Stock of the Company, as determined in accordance with Rule 13d-3, 15,000 of which are options to purchase shares of Common Stock exercisable within 60 days. The 28,434 shares of Common Stock represent, in accordance with Rule 13d-3, approximately .03% of the 82,933,177 shares of Common Stock outstanding as of January 1, 1994. Mr. Manwell is the beneficial owner of 33,628 shares of Common Stock of the Company, as determined in accordance with Rule 13d-3, 20,000 of which are options to purchase shares of Common Stock exercisable within 60 days. The 33,628 shares of Common Stock represent, in accordance with Rule 13d-3, approximately .04% of the 82,933,177 shares of Common Stock outstanding as of January 1, 1994. Messrs. Kruttschnitt, Hakman and Manwell as a group are the beneficial owners of 5,382,949 shares of Common Stock of the Company, as determined in accordance with Rule 13d-3. The 5,382,949 shares of Common Stock represent, in accordance with Rule 13d-3, approximately 6.49% of the 82,933,177 shares of Common Stock outstanding as of January 1, 1994. -6- 7 (b) Mr. Kruttschnitt has the sole power to vote and dispose of all his 5,320,887 shares of Common Stock except for 15,000, which represent options to purchase shares of Common Stock exercisable within 60 days. Mr. Hakman has the sole power to vote and dispose of all his 28,434 shares of Common Stock except for 15,000, which represent options to purchase shares of Common Stock exercisable within 60 days. Mr. Manwell has the sole power to vote and dispose of all his 33,628 shares of Common Stock except for 20,000, which represent options to purchase shares of Common Stock exercisable within 60 days. (c) and (d) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is hereby made to Item 4 hereof for a description of certain contracts, arrangements, understandings and relationships relating to the securities of the Company. Except as described therein, none of the Reporting Persons has any contract, arrangement, understanding or relations with one or more security holders of the Company or others, with respect to the purchase, holding, voting or disposition of shares of Common Stock or other securities of the Company which are convertible or exercisable into such shares. Each of such persons reserves the right to enter into any such contract, arrangement, understanding or relations in the future. Item 7. Material to be Filed as Exhibits. Page ---- Exhibit 1: Hakman Lock-Up Letter by and among Mr. Hakman and the Underwriters. 11 -7- 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 15, 1994 /s/ Theodore H. Kruttschnitt, III ----------------------------------- Theodore H. Kruttschnitt, III -8- 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 15, 1994 /s/ Edmund R. Manwell ----------------------------------- Edmund R. Manwell -9- 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 15, 1994 /s/ J. David Hakman ----------------------------------- J. David Hakman -10- 11 EXHIBIT INDEX Exhibit 1: Hakman Lock-Up Letter by and among Mr. Hakman and the Underwriters. EX-99.1 2 HAKMAN LOCK-UP LETTER 1 Exhibit 1 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 $.66 2/3 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. 2 This letter may be relied upon by the Company and the Underwriters. Very truly yours, /s/ J. David Hakman --------------------------- Name: J. David Hakman 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/ Jerry H. Marcus ------------------------------ Name: Jerry H. Marcus Title: Director On behalf of themselves and each of the Underwriters -2- -----END PRIVACY-ENHANCED MESSAGE-----