-----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, K3bWMoYHOFXLKQWhcG7TAifCCvjN71KdD+CFRrMxvfLfzZO1tUWv8FmTXCQIRJi1 6YpsOYbHBLB05JulxDh/JQ== 0000950123-97-005440.txt : 19970630 0000950123-97-005440.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950123-97-005440 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: AMEX FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 97632140 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 HANOVER DIRECT, INC. 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, 1995 and 1996 Commission file number 1-12082 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 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, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, 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 of assets held for investment purposes and reportable transactions 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 statement 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 26, 1997 3 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN (formerly The Horn & Hardart Company Savings Plan) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995
1995 Fixed Conservative Capital Conservative Balanced Hanover Income Bond Growth Equity Value Direct, Inc. Fund Fund Fund Fund Fund Stock Fund ASSETS: Fund receivable $ 40,474 $ 13,984 $ 45,556 $ 34,818 $ 33,862 $ 11,521 Plan participant loan receivable 425,939 Unallocated contributions 16,613 6,975 22,534 18,380 20,669 6,045 Investment in Fund 4,225,843 741,289 2,140,680 1,896,783 2,322,203 Investment in Hanover Direct, Inc. Common Stock (at market) - T. Rowe Price Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust 416,849 ---------- --------- ---------- ---------- ---------- -------- Total assets 4,708,869 762,248 2,208,770 1,949,981 2,376,734 434,415 LIABILITIES AND FUND BALANCE: Contributions payable to: Hanover Direct, Inc and Subs (Forfeitures) 10,985 5,532 18,638 6,499 8,302 14,020 Participants 29,439 4,753 18,147 6,830 13,222 5,328 ---------- --------- ---------- ---------- ---------- -------- Net assets available for benefits $4,668,445 $751,963 $2,171,985 $1,936,652 $2,355,210 $415,067 ========== ========= ========== ========== ========== ========
1996 Stable Spectrum Spectrum New International Value Income Growth Horizons Stock Combined Fund Fund Fund Fund Fund ASSETS: Fund receivable $ 180,215 $ $ $ $ $ Plan participant loan receivable 425,939 411,083 Unallocated contributions 91,216 Investment in Fund 11,326,798 4,079,812 2,127,453 6,130,853 829,618 294,855 Investment in Hanover Direct, Inc. Common Stock (at market) - T. Rowe Price Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust 416,849 ---------- --------- ---------- ---------- ---------- -------- Total assets 12,441,017 4,490,895 2,127,453 6,130,853 829,618 294,855 LIABILITIES AND FUND BALANCE: Contributions payable to: Hanover Direct, Inc and Subs (Forfeitures) 63,976 130,302 Participants 77,719 ---------- --------- ---------- ---------- ---------- -------- Net assets available for benefits $12,299,322 $4,360,593 $2,127,453 $6,130,853 $829,618 $294,855 ========== ========= ========== ========== ========== ========
Hanover Direct, Inc. Stock Fund Combined ASSETS: Fund receivable $ $ Plan participant loan receivable 411,083 Unallocated contributions Investment in Fund 13,462,591 Investment in Hanover Direct, Inc. Common Stock (at market) - T. Rowe Price 169,969 169,969 Investment in Hanover Direct, Inc. Common Stock (at market) - PW Trust --------- ---------- Total assets 169,969 14,043,643 LIABILITIES AND FUND BALANCE: Contributions payable to: Hanover Direct, Inc and Subs (Forfeitures) 130,302 Participants --------- ----------- Net assets available for benefits $169,969 $13,913,341 ========= ===========
The accompanying notes are an integral part of these statements. 4 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN (formerly The Horn & Hardart Company Savings Plan) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
Fixed Conservative Capital Conservative Balanced Hanover Combined Income Bond Growth Equity Value Direct, Inc. Paine Webber Fund Fund Fund Fund Fund Stock Fund Funds ----------------------------------------------------------------------------------------- INCREASES IN NET ASSETS: Interest/dividend income $3,061 $35 $141 $84 $104 $593 $4,018 Change in plan participant loan receivable (23,037) (23,037) Contributions Participants 392,236 392,236 Hanover Direct, Inc and subsidiaries (net of credited forfeitures of $0 in 1996 110,311 110,311 Interfund transfers (41,503) 5,388 56,284 4,477 (25,018) 372 ----------------------------------------------------------------------------------------- Total additions 441,068 5,423 56,425 4,561 (24,914) 965 483,528 DECREASES IN NET ASSETS: Disbursements, withdrawals, terminations and administrative costs 251,050 12,801 40,667 48,062 42,887 (3,798) 391,669 Unallocated forfeitures 3,637 3,637 Net change in depreciation (appreciation) on fund investments (66,422) 6,245 (126,257) (102,996) (86,209) 96,393 (279,246) ----------------------------------------------------------------------------------------- Total deductions (additions) 184,628 19,046 (85,590) (54,934) (43,322) 96,232 116,060 ----------------------------------------------------------------------------------------- Net increase (decrease) 256,440 (13,623) 142,015 59,495 18,408 (95,267) 367,468 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 4,668,445 751,963 2,171,985 1,936,652 2,355,210 415,067 12,299,322 ----------------------------------------------------------------------------------------- Trustee Transfer (4,924,885) (738,340) (2,314,000) (1,996,147) (2,373,618) (319,800) (12,666,790) ----------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $0 $0 $0 $0 $0 $0 $0 =========================================================================================
Stable Spectrum Spectrum New International Hanover Combined Value Income Growth Horizons Stock Direct, Inc. T. Rowe Plan Fund Fund Fund Fund Fund Stock Fund Price Funds Totals ---------------------------------------------------------------------------------------------- INCREASES IN NET ASSETS: Interest/dividend income $182,323 $124,780 $431,974 $76,933 $ 7,920 $282 $61,889 $645,907 Change in plan participant loan receivable 13,628 (1,262) (39,431) 24,339 10,384 523 8,181 (14,856) Contributions Participants 550,792 50,120 361,436 401,341 153,316 11,182 1,528,187 1,920,423 Hanover Direct, Inc and subsidiaries (net of credited forfeitures of $0 in 1996 159,308 188,693 89,977 87,707 31,516 3,205 560,406 670,717 Interfund transfers (213,609) (49,117) (198,248) 364,151 128,168 (31,345) ------------------------------------------------------------------------------------------------- Total additions 692,442 313,214 645,708 954,421 331,304 (16,153) 2,920,986 3,408,532 DECREASES IN NET ASSETS: Disbursements, withdrawals, terminations and administrative costs 979,478 202,349 448,238 70,178 46,249 42,633 1,789,125 2,180,794 Unallocated forfeitures 33,770 6,417 17,836 2,200 376 2,090 62,689 66,326 Net change in depreciation (appreciation) on fund investments 0 (44,778) (291,940) 52,475 (10,176) 117,840 (177,379) (456,628) ------------------------------------------------------------------------------------------------- Total deductions (additions) 1 ,013,248 163,988 174,134 124,853 36,449 161,763 1,674,435 1,794,513 ------------------------------------------------------------------------------------------------- Net increase (decrease) (320,806) 149,226 471,574 829,618 294,855 (177,916) 1,246,551 1,614,019 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 0 0 0 0 0 0 0 12,299,322 ------------------------------------------------------------------------------------------------- Trustee Transfer 4,681,399 1,978,227 5,659,279 0 0 347,885 12,666,790 0 ------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 4,360,593 $2,127,453 $6,130,853 $829,618 $294,855 $169,969 $13,913,341 $13,913,341 ================================================================================================
The accompanying notes are an integral part of these statements. 5 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN (formerly The Horn & Hardart Company Savings Plan) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 and 1996 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") who have attained the age of 21, have credit for not less than one year of service (1,000 hours), and have applied for participation in the Plan. Participants whose annual base salary is under $66,000 may make pretax contributions of up to 10% of their total annual compensation ("Basic Contribution"). The Company matches one-third of these pretax contributions up to 6% of their total annual compensation ("Employer Contribution"). These same participants may contribute an additional amount up to 10% of their total annual compensation on a voluntary basis ("Voluntary Contribution"). The Voluntary Contributions are not tax-deferred and therefore, are considered to be 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. During 1995 and the first quarter of 1996, the six funds were Fixed Income Fund, Hanover Direct, Inc. Stock Fund, a party in interest, Conservative Bond Fund, Capital Growth Fund, Conservative Equity Fund, and a Balanced Value Fund. Paine Webber Trust Company ("PWTC") served as trustee of these funds. As of April 1, 1996 the Plan's assets became administered by T. Rowe Price Retirement Plan Services, Inc. ("TRP") which made available the following five new funds: Stable Value Fund, Spectrum Income Fund, Spectrum Growth Fund, New Horizons Fund and International Stock Fund. The Hanover Direct, Inc. Stock Fund also remains available to participants and is entrusted to TRP. A participant whose total annual compensation is in excess of $66,000, or a highly compensated employee ("HCE"), is limited to pretax contributions of 5% of their total annual compensation. The Company matches one-third of these contributions. No Voluntary Contributions are permitted by an HCE. The maximum limitation on employee pretax contributions for 1996 and 1995 was $9,500 and $9,240, respectively. The HCE maximum compensation limit for contributions was $150,000 for both years. The Plan elected to maintain a 5% maximum contribution level on HCEs, 5 6 limiting this group to a maximum contribution of $7,500. There were 1,706 and 1,155 participants in the Plan at December 31, 1995 and 1996, respectively. 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. Participants are fully vested in their Basic Contributions immediately. A participant may elect to withdraw from his Voluntary Contribution account an amount not to exceed his / her 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. In 1995, forfeitures amounted to $74, 215 of which $15, 321 were used to reduce Company contributions for 1995. In 1996, total forfeitures amounted to $130,302. No portion of this total was utilized to reduce Employer Contributions during 1996. 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 $411,083 and $425,939 at December 31, 1996 and 1995, respectively, with interest rates ranging from 7% to 10% at the end of 1996. The Plan is administered by the Administrative Committee (the "Committee") which is comprised of three persons who serve at the sole discretion of the Company's Board of Directors without compensation from the Plan. The Committee has general authority to control and manage the operation and administration of the Plan, including authority to appoint and remove trustees and to adopt rules interpreting or implementing the Plan. Administrative costs of the Plan that were borne by the Plan were $36,730 and $94,981 in 1996 and 1995, respectively. As of April 1, 1996, administrative costs of the Plan are borne by participants of the Plan and amounted to $23,426 in 1996. These costs are included in disbursements, withdrawals, terminations and administrative costs. 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Investment Valuation and Income Recognition 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. In 1995, investments held by PWTC in the Fixed Income Fund, Conservative Bond Fund, Balanced Value Fund, Conservative Equity Fund, 6 7 and Capital Growth Fund are stated at market value. In 1996, investments held by TRP in the Stable Value Fund, Spectrum Income Fund, Spectrum Growth Fund, New Horizons Fund, International Stock Fund and the Company's Stock Fund are stated at market value. Purchases and sales of securities are recorded on a trade date basis. Realized gains and losses from security transactions are reported using the moving weighted average method. Basis of Accounting 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. 3. INVESTMENTS In December 1992, the Company appointed PWTC as the Investment Advisor/Custodian of the Plan funds. Five funds plus Company stock were made available to all plan participants as investment options effective April 1, 1993. A brief description of the investment strategies of each PWTC fund is as follows: Contributions to the Conservative Bond Fund were invested in investment grade bonds and other fixed income securities. The fund may have maintained a cash equivalent position not exceeding 25% of the Fund's total value. Balanced Value Fund contributions were invested in equity and fixed income securities. Contributions to the Conservative Equity Fund were invested in equity securities of conservative companies with medium to large market capitalizations. Contribution to the Capital Growth Fund were invested in the equity of companies. On April 1, 1996, the Company transferred the Plan funds from PWTC to TRP. The Plan's participants were given the option to invest in five new funds, in addition to the Company's Stock Fund. These new funds are as follows: The Stable Value Fund is a common trust fund which invests in investment contracts selected by TRP which are reported at their estimated fair value. The Spectrum Income Fund seeks a high level of current income consistent with moderate share price fluctuation by investing primarily in domestic and foreign bond funds. It may allocate up to 25% of its assets to stock funds. The Spectrum Growth fund seeks long-term capital appreciation and growth of income, with current income as a secondary objective. It invests primarily in domestic stock funds and also in a foreign stock fund. The New Horizons Fund provides long-term capital growth by investing primarily in common stocks of small, rapidly growing companies. The International Stock Fund seeks to provide capital appreciation through investment in well-established non-US companies. Contributions to the Hanover Direct, Inc. Stock Fund were invested in the common stock of the Company, a party in interest. As of December 31, 1995 and 1996, the stock fund held 254,915 and 226,626 shares, respectively, at corresponding market values of $416,849 and $169,969 . The stock price at June 20, 1997, was .8125 per share. The PWTC funds were transferred to the TRP funds in such a way as to consistently invest participant funds into funds with like investment strategies. All contributions and distributions were 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, 1996 with the exception of the International Stock Fund and the Hanover Direct, Inc. Stock Fund. 7 8 4. UNALLOCATED CONTRIBUTIONS The unallocated contributions consist of employee and employer contributions that as of December 31, 1995 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 1996. There were no unallocated contributions at December 31, 1996. 5. FUND RECEIVABLE The fund receivable consists of unallocated employee and employer contributions owed to the fund for 1995. These amounts were received by the fund in 1996. There were no such receivables at December 31, 1996. 6. CONTRIBUTION PAYABLE The December 31, 1995 contribution payable consisted of unvested employer Contributions forfeited by terminated Plan participants and participant-requested withdrawals not disbursed by the end of the Plan year. The forfeited amounts were not used to reduce the Company's contributions to participants in 1996. These amounts will be used to reduce Employer Contributions in 1997. The Participant-requested withdrawals included loan withdrawals which amounted to approximately $20,000 and were paid out to participants in 1996. The December 31, 1996 contribution payable consists of invested Employer Contributions forfeited by terminated Plan participants. The forfeited amounts will be used to reduce the Company's contributions to participants in 1997. 7. NET DEPRECIATION (APPRECIATION) ON FUND INVESTMENTS The net (appreciation)/depreciation on fund investments at December 31, 1996 and 1995 consists of unrealized appreciation of approximately $1.1 million and $1.2 million and an aggregate realized gain of approximately $2.2 million and $.1 million, respectively. The Plan sold investments during Plan years 1996 and 1995 with approximate aggregate costs of $12.7 million and $1.4 million resulting in aggregate proceeds of approximately $14.9 million and $1.5 million, respectively. The realized gain/loss on the investments sold is the difference between the market value at the beginning of the Plan year (or on the purchase date if purchased during the Plan year) and the date of sale. 8. PLAN TERMINATION The Plan may be terminated at any time at the Company's sole discretion although the Company has not expressed any intention do so currently. Upon termination, contributions by the Company and participants cease and all Company contributions which had been credited to each 8 9 participant's account become fully vested immediately. 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. 9 10 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 on its behalf by the undersigned hereunto duly authorized. HANOVER DIRECT, INC. SAVINGS & RETIREMENT PLAN DATE: JUNE 26, 1997 /s/ Larry Svoboda ___________________________________ Larry Svoboda Senior Vice President Chief Financial Officer /s/ Edward J. O'Brien ___________________________________ Edward J. O'Brien Senior Vice President Treasurer and Secretary 11 HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN (formerly The Horn & Hardart Company Savings Plan) FORM 5500 - ITEM 27A SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996
Current Description Cost Value ----------- ------------------------------- INVESTMENT IN: STABLE VALUE PORTFOLIO - T. Rowe Price Retirement Plan Services, Inc. $4,074,812 $4,079,812 SPECTRUM INCOME PORTFOLIO - T. Rowe Price Retirement Plan Services, Inc. 2,086,556 2,127,453 SPECTRUM GROWTH PORTFOLIO - T.Rowe Price Retirement Plan Services, Inc. 5,892,920 6,130,853 NEW HORIZONS PORTFOLIO - T. Rowe Price Retirement Plan Services, Inc. 881,930 829,618 INTERNATIONAL STOCK PORTFOLIO - T. Rowe Price Retirement Plan Services, Inc. 286,171 294,855 HANOVER DIRECT, INC. COMMON STOCK (1) 184,405 169,969 PLAN PARTICIPANT LOAN RECEIVABLE (2) 411,083 411,083 ------------------------------- TOTAL ASSETS HELD FOR INVESTMENT PURPOSES 13,802,877 14,043,643 ===============================
(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 10.0%. 12
HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN (formerly The Horn & Hardart Company Savings Plan) FORM 5500 - ITEM 27D SCHEDULE OF REPORTABLE TRANSACTIONS (1) FOR THE YEAR ENDED DECEMBER 31, 1996 SERIES OF TRANSACTIONS Identity of Party Purchase Selling Lease Involved Description Price (2) Price (2) Rental - ------------------------------------------------------- ----------------------------- Paine Webber Investment in Guaranteed Income Trust Contract Portfolio $0.00 $18.02 $0 Paine Webber Investment in Balanced Value Trust Fund 0 24.22 0 Paine Webber Investment in Conservative Bond Trust Fund 0 19.59 0 Paine Webber Investment in Capital Growth Trust Fund 0 16.16 0 Paine Webber Investment in Conservative Equity Trust Fund 0 25.48 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Stable Value Fund 1.00 0.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Stable Value Fund 0.00 1.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Spectrum Income Fund 10.98 0.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Spectrum Growth Fund 14.48 0.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Spectrum Growth Fund 0.00 15.02 0 T. Rowe Price Retirement Plan Services, Inc. Investment in New Horizons Fund 23.15 0.00 0
Identity of Expense Party Incurred With Current Net Involved Transaction Cost Value Gain - ----------------------------------------------------------------------- Paine Webber Trust $0 $3,864,703 $4,378,695 $513,992 Paine Webber Trust 0 1,927,513 2,513,183 585,670 Paine Webber Trust 0 681,695 768,937 87,242 Paine Webber Trust 0 1,781,915 2,411,849 629,934 Paine Webber Trust 0 1,530,132 2,102,728 572,596 T. Rowe Price Retirement Plan Services, Inc. 0 5,298,629 5,298,629 0 T. Rowe Price Retirement Plan Services, Inc. 0 1,247,743 1,247,743 0 T. Rowe Price Retirement Plan Services, Inc. 0 2,398,933 2,398,933 0 T. Rowe Price Retirement Plan Services, Inc. 0 6,673,599 6,673,599 0 T. Rowe Price Retirement Plan Services, Inc. 0 783,551 816,851 33,300 T. Rowe Price Retirement Plan Services, Inc. 0 972,112 972,112 0
13
INDIVIDUAL TRANSACTIONS Identity of Party Purchase Selling Lease Involved Description Price (2) Price (2) Rental - ---------------------------------------------------- ---------------------------- Paine Webber Investment in Guaranteed Income $0.00 $18.02 $0 Trust Contract Portfolio Paine Webber Investment in Balanced Value 0 24.22 0 Trust Fund Paine Webber Investment in Conservative Bond 0 19.58 0 Trust Fund Paine Webber Investment in Capital Growth 0 16.17 0 Trust Fund Paine Webber Investment in Conservative Equity 0 25.47 0 Trust Fund T. Rowe Price Retirement Plan Services, Inc. Investment in Stable Value Fund 1.00 0.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Spectrum Income Fund 10.96 0.00 0 T. Rowe Price Retirement Plan Services, Inc. Investment in Spectrum Growth Fund 14.38 0.00 0
Identity of Expense Party Incurred With Current Net Involved Transaction Cost Value Gain - ------------------------------------------------------------------------- Paine Webber $0 $3,654,043 $4,141,126 $487,083 Trust Paine Webber 0 1,821,471 2,373,618 552,147 Trust Paine Webber 0 654,903 738,340 83,437 Trust Paine Webber 0 1,709,852 2,314,000 604,148 Trust Paine Webber 0 1,453,553 1,996,147 542,594 Trust T. Rowe Price Retirement Plan Services, Inc. 0 4,227,002 4,227,002 0 T. Rowe Price Retirement Plan Services, Inc. 0 1,978,227 1,978,227 0 T. Rowe Price Retirement Plan Services, Inc. 0 5,659,279 5,659,279 0
(1) Defined as five percent of Plan net assets at beginning of Plan year. (2) Average price EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP 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 (formerly The Horn & Hardart Company) previously filed Registration Statement File No. 2-94286. New York, New York ARTHUR ANDERSEN LLP June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----