-----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, RSiO0FIe2Y3ReAeBgpRSlQUI+TXOiCmMl6RDrPmfMr62Se23Uh3DJ9c+bjUCaoxy yxhQM3wphkp49xFuhDjcSA== 0000950123-95-001865.txt : 199506300000950123-95-001865.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950123-95-001865 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC /DE// 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 95550984 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 11-K 1 FORM 11-K ANNUAL REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities and Exchange Act of 1934 For the fiscal years ended December 31, 1992, 1993 and 1994 A. Full Title of the plan and the address of the plan, if different from that of the issuer named below: HANOVER DIRECT, INC. SAVINGS & RETIREMENT PLAN c/o HANOVER DIRECT, INC. 1500 Harbor Boulevard Weehawken, New Jersey 07087 B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: HANOVER DIRECT, INC. 1500 Harbor Boulevard Weehawken, New Jersey 07087 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of Hanover Direct, Inc. Savings and Retirement Plan: We have audited the accompanying statements of net assets available for benefits of Hanover Direct, Inc. Savings and Retirement Plan (formerly The Horn & Hardart Company Savings Plan) as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the three years ended December 31, 1994. These financial statements and the schedules referred to below are the responsibility of the Administrative Committee. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Administrative Committee, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the three years ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules attached to the financial statements are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. New York, New York ARTHUR ANDERSEN LLP June 23, 1995 2 3 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1993 AND 1994
December 31, 1993 ----------------------------------------------- Fixed Conservative Capital Conservative Income Bond Growth Equity Fund Fund Fund Fund ----------------------------------------------- Assets: Fund Receivable (Payable) $48,794 $3,307 $5,368 $5,924 Interfund Receivable (Payable) 38,352 Plan Participant Loan Receivable 208,526 Unallocated Contributions 38,168 6,210 14,055 10,488 Investment in Group Annuity Contract 11,641 Investment in GIC Fund - PW Trust 2,775,053 Investment in Bond Fund - PW Trust 493,213 Investment in Growth Fund - PW Trust 948,678 Investment in Equity Fund - PW Trust 982,663 Investment in Balanced Value Fund - PW Trust Investment in Hanover Direct, Inc. Common Stock (at market) - Chemical Bank Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust ------------------------------------------------- Total Assets 3,120,534 502,730 968,101 999,075 Liabilities and Fund Balance: Contributions Payable: Hanover Direct, Inc. & Subsidiaries Due to HDI Union Fund 5,045 322 1,400 910 Accrued Cash Withdrawals -------------------------------------------------- Net Assets Available for Benefits $3,115,489 $502,408 $966,701 $998,165 ==================================================
December 31, 1993 ------------------------------------- Balanced Hanover Value Direct, Inc. Fund StockFund Combined ------------------------------------- Assets: Fund Receivable (Payable) $6,849 ($1,748) $68,494 Interfund Receivable (Payable) (38,352) 0 Plan Participant Loan Receivable 208,526 Unallocated Contributions 15,455 5,902 90,278 Investment in Group Annuity Contract 11,641 Investment in GIC Fund - PW Trust 2,775,053 Investment in Bond Fund - PW Trust 493,213 Investment in Growth Fund - PW Trust 948,678 Investment in Equity Fund - PW Trust 982,663 Investment in Balanced Value Fund - PW Trust 1,267,462 1,267,462 Investment in Hanover Direct, Inc. Common Stock (at market) - Chemical Bank 76,575 76,575 Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust 1,326,882 1,326,882 -------------------------------------- Total Assets 1,289,766 1,369,259 8,249,465 Liabilities and Fund Balance: Contributions Payable: Hanover Direct, Inc. & Subsidiaries 0 Due to HDI Union Fund 1,248 685 9,610 Accrued Cash Withdrawals --------------------------------------- Net Assets Available for Benefits $1,288,518 $1,368,574 $8,239,855 =======================================
December 31, 1994 ------------------------------------------------------ Fixed Conservative Capital Conservative Income Bond Growth Equity Fund Fund Fund Fund ------------------------------------------------------ Assets: Fund Receivable (Payable) $328,925 $31,279 $65,054 $56,356 Interfund Receivable (Payable) Plan Participant Loan Receivable 427,989 Unallocated Contributions 41,358 7,782 16,339 13,083 Investment in Group Annuity Contract 0 Investment in GIC Fund - PW Trust 3,834,203 Investment in Bond Fund - PW Trust 582,898 Investment in Growth Fund - PW Trust 1,404,022 Investment in Equity Fund - PW Trust 1,289,586 Investment in Balanced Value Fund - PW Trust Investment in Hanover Direct, Inc. Common Stock (at market) - Chemical Bank Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust --------------------------------------------------------- Total Assets 4,632,475 621,959 1,485,415 1,359,025 Liabilities and Fund Balance: Contributions Payable: Hanover Direct, Inc. & Subsidiaries 28,206 858 3,219 1,665 Due to HDI Union Fund Accrued Cash Withdrawals --------------------------------------------------------- Net Assets Available for Benefits $4,604,269 $621,101 $1,482,196 $1,357,360 =========================================================
December 31, 1994 ------------------------------------------ Balanced Hanover Value Direct, Inc. Fund StockFund Combined ------------------------------------------ Assets: Fund Receivable (Payable) $55,276 $9,559 $546,449 Interfund Receivable (Payable) 0 Plan Participant Loan Receivable 427,989 Unallocated Contributions 19,239 6,093 103,894 Investment in Group Annuity Contract 0 Investment in GIC Fund - PW Trust 3,834,203 Investment in Bond Fund - PW Trust 582,898 Investment in Growth Fund - PW Trust 1,404,022 Investment in Equity Fund - PW Trust 1,289,586 Investment in Balanced Value Fund - PW Trust 1,624,488 1,624,488 Investment in Hanover Direct, Inc. Common Stock (at market) - Chemical Bank 44,538 44,538 Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust 839,506 839,506 ----------------------------------------- Total Assets 1,699,003 899,696 10,697,573 Liabilities and Fund Balance: Contributions Payable: Hanover Direct, Inc. & Subsidiaries 3,828 2,305 40,081 Due to HDI Union Fund 0 Accrued Cash Withdrawals ----------------------------------------- Net Assets Available for Benefits $1,695,175 $897,391 $10,657,492 =========================================
The accompanying Notes to the Financial Statements are an integral part of these statements. 4 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE THREE YEARS ENDED DECEMBER 31, 1994
December 31, 1992 ---------------------------------------- Fixed Hanover Income Direct, Inc. Fund StockFund Combined --------------------------------------- Increases in Net Assets Attributed to: Interest Income $354,811 $0 $354,811 Plan Participant Loan Receivable 0 Contributions : Participants 966,694 966,694 Hanover Direct, Inc. & Subsidiaries (net of credited forfeitures of $45,223, $0 and $36,579 in 1992, 1993 and 1994, respectively) 283,821 283,821 Interfund Transfers (90,627) 90,627 0 ------------------------------------ 1,159,888 90,627 1,250,515 ------------------------------------ Total Additions 1,514,699 90,627 1,605,326 Decreases in Net Assets Attributed to: Disbursements, Withdrawals, Terminations and Administrative Costs 657,195 657,195 Unallocated Forfeitures 95,292 95,292 Net Change in Depreciation (Appreciation) on Fund Investments (2,407) (2,407) ---------------------------------- Total Deductions (Additions) 752,487 (2,407) 750,080 ---------------------------------- Net Increase (Decrease) 762,212 93,034 855,246 Net Assets Available for Benefits: Begining of Year 4,531,232 65,852 4,597,084 ------------------------------------ End of Year $5,293,444 $158,886 $5,452,330 ====================================
December 31, 1993 ------------------------------------------------------------------------------------------ Fixed Conservative Capital Conservative Balanced Hanover Income Bond Growth Equity Value Direct, Inc. Fund Fund Fund Fund Fund StockFund Combined ------------------------------------------------------------------------------------------ Increases in Net Assets Attributed to: Interest Income $73,172 $139 $275 $275 $313 $101 $74,275 Plan Participant Loan Receivable 208,526 208,526 Contributions : Participants 2,057,907 2,057,907 Hanover Direct, Inc. & Subsidiaries (net of credited forfeitures of $45,223, $0 and $36,579 in 1992, 1993 and 1994, respectively) 428,289 428,289 Interfund Transfers (3,767,622) 493,687 934,526 968,591 1,246,768 124,050 0 ------------------------------------------------------------------------------------------ (1,281,426) 493,687 934,526 968,591 1,246,768 124,050 2,486,196 ------------------------------------------------------------------------------------------ Total Additions (999,728) 493,826 934,801 968,866 1,247,081 124,151 2,768,997 Decreases in Net Assets Attributed to: Disbursements, Withdrawals, Terminations and Administrative Cost 1,200,843 4,126 9,389 9,273 12,488 3,083 1,239,202 Unallocated Forfeitures 24,135 384 759 555 777 9,969 36,579 Net Change in Depreciation (Appreciation) on Fund Investments (46,751) (13,092) (42,048) (39,127) (54,702) (1,098,589) (1,294,309) ------------------------------------------------------------------------------------------ Total Deductions (Additions) 1,178,227 (8,582) (31,900) (29,299) (41,437) (1,085,537) (18,528) ------------------------------------------------------------------------------------------ Net Increase (Decrease) (2,177,955) 502,408 966,701 998,165 1,288,518 1,209,688 2,787,525 Net Assets Available for Benefits: Begining of Year 5,293,444 158,886 5,452,330 ------------------------------------------------------------------------------------------ End of Year $3,115,489 $502,408 $966,701 $998,165 $1,288,518 $1,368,574 $8,239,855 ==========================================================================================
December 31, 1994 --------------------------------------------------------------------------------------------- Fixed Conservative Capital Conservative Balanced Hanover Income Bond Growth Equity Value Direct, Inc. Fund Fund Fund Fund Fund StockFund Combined --------------------------------------------------------------------------------------------- Increases in Net Assets Attributed to: Interest Income $8,258 $284 $678 $477 $688 $969 $11,354 Plan Participant Loan Receivable 219,463 219,463 Contributions : Participants 3,238,420 3,238,420 Hanover Direct, Inc. & Subsidiaries (net of credited forfeitures of $0 and $36,579 in 1992, 1993 an 1994, respectively) 610,792 610,792 Interfund Transfers (1,563,108) 131,005 548,567 358,551 425,262 99,723 0 --------------------------------------------------------------------------------------------- 2,286,104 131,005 548,567 358,551 425,262 99,723 3,849,212 --------------------------------------------------------------------------------------------- Total Additions 2,513,825 131,289 549,245 359,028 425,950 100,692 4,080,029 Decreases in Net Assets Attributed to: Disbursements, Withdrawals, Terminations and Administrative Cost 1,208,284 4,230 13,572 12,886 17,032 833 1,256,837 Unallocated Forfeitures 17,142 1,211 3,828 1,665 3,219 2,305 29,370 Net Change in Depreciation (Appreciation) on Fund Investment (200,381) 7,155 16,350 (14,718) (958) 568,737 376,185 --------------------------------------------------------------------------------------------- Total Deductions (Additions) 1,025,045 12,596 33,750 (167) 19,293 571,875 1,662,392 --------------------------------------------------------------------------------------------- Net Increase (Decrease) 1,488,780 118,693 515,495 359,195 406,657 (471,183) 2,417,637 Net Assets Available for Benefits: Begining of Year 3,115,489 502,408 966,701 998,165 1,288,518 1,368,574 8,239,855 --------------------------------------------------------------------------------------------- End of Year $4,604,269 $621,101 $1,482,196 $1,357,360 $1,695,175 $897,391 $10,657,492 =============================================================================================
The accompanying Notes to the Financial Statements are an integral part of these statements. 5 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1992, 1993 and 1994 NOTE 1. DESCRIPTION OF THE PLAN The Hanover Direct, Inc. Savings and Retirement Plan (the "Plan"), formerly The Horn & Hardart Company Savings Plan, commenced April 1, 1983. Participation in the Plan is available to all eligible employees of Hanover Direct, Inc. and its subsidiaries (the "Company") that have attained the age of 21, have credit for not less than one year of service (1000 hours), and have applied for participation in the Plan. Participants whose annual base salary is under $66,000 may make pre-tax contributions of up to 10% of their total annual compensation ("Basic Contribution"). The Company matches one-third of these pre-tax contributions up to 6% of their total annual compensation ("Employer Contribution"). These same participants may contribute up to 10% of their total annual compensation on a voluntary basis ("Voluntary Contribution"). The Voluntary Contributions are not tax-deferred and must, therefore, be considered an after-tax contribution. Voluntary Contributions are not matched by the Company. The participants have the right to elect that contributions (Basic, Employer, and Voluntary Contributions) be allocated to any combination of six funds. The six funds are Fixed Income ("GIC") Fund, Hanover Direct, Inc. Stock Fund, which invests only in common stock of the Company, a party in interest, Conservative Bond Fund, Capital Growth Fund, Conservative Equity Fund, and a Balanced Value Fund. A participant whose total annual compensation is in excess of $66,000, or a highly compensated employee ("HCE"), is limited to pre-tax contributions of 4-1/2% of their total annual compensation. The Company matches one-third of these contributions. No Voluntary Contributions are permitted by an HCE. There is a $9,240 maximum limitation on employee pre-tax contributions for 1994 ($8,994 in 1993). In 1994 the HCE maximum compensation limit for contributions was reduced to $150,000. The Plan elected to maintain a 4 - 1/2% maximum contribution level on HCE's, limiting this group to a maximum contribution of $6,750. There were 868, 1,621 and 2,086 participants in the Plan at December 31, 1992, 1993 and 1994, respectively. 5 6 A participant will become 100% vested in the account value of the employer's contribution upon the earlier of: the completion of five calendar years of vesting service, retirement or termination after reaching age 62, death while an employee, or because of permanent disability. A participant becomes 20% vested in the Company's matching contribution for each year of service to the Company after a one year eligibility period. A participant may elect to withdraw from his supplemental account an amount not to exceed his vested account value. Forfeitures by reason of termination, withdrawal or lapse of participation are used to reduce the Company's contribution for that particular year. Forfeitures of $29,370 from the 1994 Plan year will be used to reduce Company contributions to participants in 1995. Beginning April 1, 1993, participants are allowed to take out loans of up to 50% of their individual vested balance as of the most current Plan valuation. The minimum loan is $500 while the maximum is $50,000. The loans can be for a period between one to five years, in whole year increments, bearing a fixed rate of interest of the Prime Rate plus one percent, determined at the time of loan issuance. Each participant can have only one loan outstanding at any one time and the loan can be repaid before the end of the original term. The Plan participant loan receivable amounted to $427,989 and $208,526 at December 31, 1994 and 1993, respectively with interest rates ranging from 7.0% to 9.5% at the end of 1994. Administrative costs of the Plan are borne by the Plan and were $63,712 and $34,762 in 1994 and 1993, respectively. These costs are included in disbursements, withdrawals, terminations and administrative costs. NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Investments in the Company's common stock are stated at market value as determined by reference to published market data. Purchases and sales of securities are recorded on a trade date basis, and interest is recorded on the accrual basis. Investments in the GIC Fund are stated at contract value which represents cost plus a guaranteed return. Investments in the Conservative Bond Fund, Balanced Value Fund, Conservative Equity Fund, and Capital Growth Fund are stated at initial unit value plus income earned and accrued as of the valuation date, the last bank business day of the month. The accompanying financial statements have been prepared on the accrual basis of accounting. Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 3. INVESTMENTS A Group Annuity Contract (the "Contract") with New York Life Insurance Company ("New York Life") was approved January 1, 1991. The Contract provided for a 6 7 guaranteed 8.15% rate of return for 1991 through 1993 on contributions made in 1991. Contributions made since the beginning of 1993 were invested in the five Paine Webber funds plus Company stock. In December 1992, the Company appointed Pain Webber Trust Company ("PWTC") as the new Investment Advisor/Custodian of the Plan funds. Five new funds plus Company stock were made available to all plan participants as investment options effective April 1, 1993. Maturing funds that were held at New York Life were rolled over to the GIC Fund at PWTC on December 31, 1992. The Fixed Income Fund, $1.6 million, remained in the New York Life Contract earning a rate of 8.15% per annum, until its maturity on December 31, 1993, when it was transferred to the PWTC GIC Fund. Contributions to the Conservative Bond Fund are invested in investment grade bonds and other fixed income securities. The fund may maintain a cash equivalent position not exceeding 25% of the Fund's total value. Balanced Value Fund contributions are invested in equity and fixed income securities. Contributions to the Conservative Equity Fund are invested in equity securities of conservative companies with medium to large market capitalizations. Contributions to the Capital Growth Fund are invested in the equity of companies. Contributions to the Hanover Direct, Inc. Stock Fund are invested in the common stock of the Company, a party in interest. As of December 31, 1993 and December 31, 1994, the stock fund held 227,387 and 242,669 shares respectively, at corresponding market values of $1,403,356 and $884,044. The stock price at June 19, 1995, was $2.813 per share. All contributions and distributions are made to/from the Fixed Income Fund. All of the above mentioned investments exceed 5% of the Plan's net assets available for benefits as of December 31, 1994 and December 31, 1993. NOTE 4. UNALLOCATED CONTRIBUTIONS The unallocated contributions consist of employee and employer contributions that as of December 31, 1993 and December 31, 1994 have not been allocated to the proper participant elected funds. These amounts were invested in a money market fund earning interest until the allocations were made in the first quarter of 1994 and 1995, respectively. NOTE 5. FUND RECEIVABLE The fund receivable consists of unallocated employee and employer contributions owed to the fund for 1993 and 1994. These amounts were received by the fund in 1994 and 1995, respectively, and then subsequently allocated among the proper funds. 7 8 NOTE 6. CONTRIBUTION PAYABLE The contribution payable for December 31, 1993 consists of The Company Store Union Savings and Retirement Plan contributions and earnings deposited in the Plan. The Company acquired Company Store Holdings, Inc. during the 1993 fiscal year. A portion of their employees are covered by a collective bargaining agreement which would prohibit these individuals from participating in the Plan. Contributions by the above-mentioned employees were originally made to the Plan until their prohibition was determined. A separate plan was established and substantially all of the contributions were transferred to the new plan. The remaining contributions and related earnings were transferred to the new plan in 1994. The December 31, 1994 contribution payable consists of unvested Employer Contributions forfeited by terminated Plan participants and excess Employer Contributions made by Hanover Direct, Inc. The forfeited amounts and the excess contribution will be used to reduce the Company's contributions to participants in 1995. Some participants requesting loan withdrawals at the end of the 1994 plan year were not paid until 1995. These withdrawals amounted to $2,000. NOTE 7. NET DEPRECIATION (APPRECIATION) ON FUND INVESTMENTS The net depreciation (appreciation) on fund investments at December 31, 1994 consists of unrealized depreciation of approximately $578,000 and an aggregate realized gain of approximately $202,000. The Plan sold investments with an approximate aggregate cost of $965,000. This sale resulted in aggregate proceeds of approximately $1,167,000. The cost of the investments sold is determined using an average cost basis. NOTE 8. PLAN TERMINATION The Plan may be terminated at any time at the Company's sole discretion. Upon termination, contributions by the Company and participants cease and all Company contributions which had been credited to each participants' account would fully vest immediately. NOTE 9. TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service stating that the Plan, as of October 6, 1994 is qualified under Section 401(k) of the Internal Revenue Code and, accordingly, is exempt from federal income taxes. The Plan was amended and restated during the year ended December 31, 1989 to reflect the impact of the Tax Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of 1988. In management's opinion, based on the advice of counsel, the Plan continues to be a qualified plan as defined by the Internal Revenue Code. 8 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Administrative Committee have duly caused this annual report to be signed by the undersigned thereunto duly authorized. HANOVER DIRECT, INC. SAVINGS & RETIREMENT PLAN Date: June 29, 1995 s/Wayne P. Garten ----------------- Wayne P. Garten s/Michael P. Sherman -------------------- Michael P. Sherman s/Edward J. O'Brien ------------------- Edward J. O'Brien 9 10 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN FORM 5500 - ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1994
Description Cost Current Value - -------------------------------------------------------------------------- Investment in Guaranteed Income Contract Portfolio - Paine Webber $3,601,283 $3,834,203 Investment in Conservative Bond Portfolio - Paine Webber Trust 577,961 582,898 Investment in Capital Growth Portfolio - Paine Webber Trust 1,378,293 1,404,022 Investment in Conservative Equity Portfolio - Paine Webber Trust 1,236,587 1,289,586 Investment in Balanced Value Portfolio - Paine Webber Trust 1,577,275 1,624,488 Investment in Hanover Direct, Inc. Common Stock (1) 777,425 884,044 Plan Participant Loan Receivable (2) $427,989 427,989 -------------------------- Total assets held for investment purposes $9,576,813 $10,047,230 ==========================
(1) Represents party in interest. (2) Terms of these loans generally range from 1 to 5 years and bear interest ranging from 7.0% to 9.5%. 11 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN FORM 5500 - ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
Series of Transactions Expense Identity Purchase Selling Lease Incurred With Party Involved Description Price(1) Price(1) Rental Transaction - ------------------------------------------------------------------------------------------------------------- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio $15.86 ---- ---- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio $16.26 ---- ---- Paine Webber Trust Investment in Capital Growth Portfolio $11.35 ---- ---- Paine Webber Trust Investment in Balanced Value Portfolio $18.22 ---- ----
Identity Current Party Involved Description Cost Value Net Gain - -------------------------------------------------------------------------------------------------- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio $3,096,841 $3,096,841 ---- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio $415,192 $434,420 $19,228 Paine Webber Trust Investment in Capital Growth Portfolio $601,468 $601,468 ---- Paine Webber Trust Investment in Balanced Value Portfolio $540,823 $540,823 ----
Individual Transactions
Expense Identity Purchase Selling Lease Incurred With Party Involved Description Price(1) Price(1) Rental Transaction - --------------------------------------------------------------------------------------------------------------- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio $15.65 ---- ---- (1)Average price
Identity Current Party Involved Description Cost Value Net Gain - -------------------------------------------------------------------------------------------------- Paine Webber Trust Investment in Guaranteed Income Contract Portfolio 1,821,265 1,821,265 ---- (1)Average price
12 EXHIBIT INDEX ------------- Exhibit 23.1 Consent of Independent Public Accountants EX-23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 Exhibit 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into Hanover Direct, Inc.'s (successor to the Horn & Hardart Company) previously filed Registration Statement File No. 2-94286. New York, New York ARTHUR ANDERSEN LLP June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----