-----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, LfVlqEkoB2daDWMiV8eer0nf/mIRfv+UQsEOT2lEpoTN1D9c+CDLkUnxt2FpKH2+ JbkAMk2nHPaXM7MbnNG/GA== 0000950123-98-005909.txt : 19980612 0000950123-98-005909.hdr.sgml : 19980612 ACCESSION NUMBER: 0000950123-98-005909 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980611 SROS: NONE GROUP MEMBERS: COMPAGNIE FINANCIERE RICHEMONT AG GROUP MEMBERS: COMPAGNIE FINANCIERE RUPERT GROUP MEMBERS: RICHEMONT FINANCE SA GROUP MEMBERS: RICHMOND SA SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-34082 FILM NUMBER: 98646746 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHEMONT FINANCE SA CENTRAL INDEX KEY: 0001041054 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35 BLVD PRINCE HENRI CITY: LUXEMBOURG STATE: I8 ZIP: 00000 MAIL ADDRESS: STREET 1: RICHEMONT FINANCE SA STREET 2: 35 BLVD PRINCE HENRI CITY: LUXEMBOURG STATE: I8 ZIP: 00000 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) Hanover Direct, Inc. ------------------------------- (Name of Issuer) Common Stock, $0.66 2/3 par value ------------------------------- (Title of Class of Securities) 440506 10 3 ------------------------------- (CUSIP Number) Mr. Kurt Nauer Robert P. Wessely, Esq. Richemont Finance S.A. Dorsey & Whitney LLP 35 Boulevard Prince Henri 250 Park Avenue L 1724 Luxembourg New York, New York 10077 011-352-227-252 (212) 415-9200 ------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1998 ------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(g), for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 18 Pages 2 CUSIP No. 440506 10 3 13D Page 2 of 18 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Richemont Finance S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF 7. SOLE VOTING POWER SHARES 112,084,623 shares* BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,510,000 shares* EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 102,790,657 shares* WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,594,623 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.2% (49.1% sole dispositive power)* 14. TYPE OF REPORTING PERSON CO - ---------- */ See Item 5 3 CUSIP No. 440506 10 3 13D Page 3 of 18 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Richemont S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF 7. SOLE VOTING POWER SHARES 112,084,623 shares* BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,510,000 shares* EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 102,790,657 shares* WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,594,623 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.2% (49.1% sole dispositive power)* 14. TYPE OF REPORTING PERSON CO, HC - ---------- */ See Item 5 4 CUSIP No. 440506 10 3 13D Page 4 of 18 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Compagnie Financiere Richemont AG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF 7. SOLE VOTING POWER SHARES 112,084,623 shares* BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,510,000 shares* EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 102,790,657 shares* WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,594,623 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.2% (49.1% sole dispositive power)* 14. TYPE OF REPORTING PERSON CO, HC - ---------- */ See Item 5 5 CUSIP No. 440506 10 3 13D Page 5 of 18 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Compagnie Financiere Rupert 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF 7. SOLE VOTING POWER SHARES 112,084,623 shares* BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,510,000 shares* EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 102,790,657 shares* WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,594,623 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.2% (49.1% sole dispositive power)* 14. TYPE OF REPORTING PERSON PN - ---------- */ See Item 5 6 Page 6 of 18 Pages Item 1. Security and Issuer This Amendment No. 2 to Statement on Schedule 13D, filed with respect to events that occurred on June 1, 1998, relates to shares of Common Stock, par value $0.66 2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a Delaware corporation (the "Issuer"), whose principal executed 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 filed on June 16, 1997. Item 2. Identity and Background (a) - (c) and (f) This Statement on Schedule 13D is filed on behalf of Richemont Finance S.A. ("Richemont"), Richemont S.A., Compagnie Financiere Richemont AG and Compagnie Financiere Rupert (the "Reporting Persons"). The following table sets forth the name, the State or other place or organization, the principal business, the address of such principal business and the address of the principal office of each of the Reporting Persons. NAME: RICHEMONT FINANCE S.A. State of organization: Luxembourg Principal business: Finance affiliate of Compagnie Financiere Richemont AG, a Swiss public company with interests primarily in the fields of luxury goods and tobacco products Address of principal business: 35 Boulevard Prince Henri L 1724 Luxembourg Address of principal office: 35 Boulevard Prince Henri L 1724 Luxembourg NAME: RICHEMONT S.A. State of organization: Luxembourg Principal business: A publicly traded Affiliate of Compagnie Financiere Richemont AG, a Swiss public company with interests primarily in the fields of luxury goods and tobacco products Address of principal business: 35 Boulevard Prince Henri L 1724 Luxembourg Address of principal office: 35 Boulevard Prince Henri L 1724 Luxembourg 7 Page 7 of 18 Pages NAME: COMPAGNIE FINANCIERE RICHEMONT AG State of Organization: Switzerland Principal business: A Swiss public company with interests primarily in the fields of luxury goods and tobacco products Address of principal business: Rigistrasse 2 6300 Zug Switzerland Address of principal office: Rigistrasse 2 6300 Zug Switzerland NAME: COMPAGNIE FINANCIERE RUPERT State of organization: Switzerland Principal business: A partnership limited by shares, the principal business of which is the holding of investments Address of principal business: Rigistrasse 2 6300 Zug Switzerland Address of principal office: Rigistrasse 2 6300 Zug Switzerland The name, citizenship, business address and present principal occupation or employment of each executive officer and director of the Reporting 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 C. (d) - (e) During the five years prior to the date hereof, none of the Reporting Persons nor, to the best of their knowledge, any executive officer or director of the Reporting 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. Item 3. Source and Amount of Funds or Other Consideration Pursuant to a Letter Agreement (the "Letter Agreement") dated June 1, 1998 by and among NAR Group Limited ("NAR") and NAR's shareholders, Richemont, Evansville Limited ("Evansville") and Alan G. Quasha ("Mr. Quasha"), Richemont received an aggregate 56,456,197 shares of Common Stock from NAR as part of a pro 8 Page 8 of 18 Pages rata dividend by NAR and a redemption by NAR of shares of NAR preferred stock held by Richemont. Pursuant to the Letter Agreement, NAR also sold to Richemont for $4,757,350.38 in cash warrants (the "Warrants") to acquire up to an aggregate of 5,646,490 shares of Common Stock, which funds were provided by working capital. Item 4. Purpose of the Transaction The Reporting Persons have acquired the Common Stock as an investment in the Issuer. Richemont may exercise all or a portion of the Warrants to purchase 5,646,490 shares of Common Stock. Except as described in this Item 4 and elsewhere in this Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any action similar to those enumerated above. In the future, however, the Reporting Persons reserve the right to adopt such plans or proposals. Item 5. Interest in Securities of the Issuer (a) and (b). The beneficial ownership of the Reporting Persons other than Richemont is indirect through Richemont. The Issuer reported a total of 203,899,156 shares of Common Stock issued and outstanding as of May 4, 1998. Pursuant to Rule 13d-3, the Reporting Persons may be deemed to beneficially own 113,594,623 shares, or 54.2% of the outstanding Common Stock, assuming exercise of the Warrants to purchase 5,646,490 shares and including 9,293,966 shares subject to the proxy described below and 1,510,000 shares owned by NAR, of which Richemont is a shareholder. For purposes of Section 13(d), the Reporting Person may be deemed to have sole power to vote 112,084,623 of such shares and sole power to dispose of 102,790,657 of such shares (which shares with sole dispositive power constitute 49.1% of the outstanding Common Stock). The 9,293,966 shares with respect to which the Reporting Persons may be deemed to have sole voting but not disposition power are 9 Page 9 of 18 Pages subject to the proxy granted by Evansville described under Item 6. Initially, until exercise of the Warrants (which exercise has been assumed for purposes of this Schedule), such proxy covers 12,111,565 shares. In addition, the Reporting Persons may be deemed to have shared voting and shared dispositive power with respect to the 1,510,000 shares of Common Stock owned by NAR, which shares are subject to options granted by NAR to the Chief Executive Officer of the Issuer. The Reporting Persons disclaim beneficial ownership of the shares owned by Evansville which are subject to the proxy and the 1,510,000 shares owned by NAR. (c) As described in Item 3 above, pursuant to the Letter Agreement, NAR has transferred to Richemont 56,456,197 shares of Common Stock and NAR and its subsidiary, Quadrant Group Limited, sold to Richemont for $4,757,350.38 in cash the Warrants to acquire, on or before August 1, 1998, up to an aggregate of 5,646,490 shares of Common Stock. Pursuant to the Letter Agreement, Evansville has granted to Richemont an irrevocable proxy to vote certain shares of Common Stock as more fully described in Item 6 below. Other than the transactions described herein, no transactions in the shares of Common Stock have been effected since the date of the most recent filing on Schedule 13D by the Reporting Persons, or, to the best of their knowledge, any of their respective officers and directors. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Reference is hereby made to Items 3, 4 and 5 of this amended Statement on Schedule 13D for a description of certain contracts, arrangements, understandings and relationships relating to the securities of the Issuer. Except as described therein and in this Item 6, none of the Reporting Persons nor, to the best of their knowledge, any executive officer or director thereof, has any contract, 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. Pursuant to the Letter Agreement, Evansville has granted to Richemont a proxy to vote 12,111,565 shares of Common stock held by Evansville, which amount will be reduced to 9,293,966 shares of Common Stock on the date on which Richemont exercises the Warrants held by it for 5,646,490 shares of Common Stock. If such Warrants are not exercised, the shares subject to the proxy shall be 10 Page 10 of 18 Pages automatically reduced on a share-for-share basis at such time or times as Richemont or its affiliates acquire shares of Common Stock in open market purchases. Prior to the sale to a third party of all or part of the shares of Common Stock subject to the proxy and held by Evansville (the "Subject Shares"), Evansville must provide Richemont with notice and the opportunity to exercise its right of first offer over such shares to be sold by the undersigned in accordance with the Joint Venture Agreement and, if Richemont does not exercise such right (the "Right"), then the proxy will terminate with regard to such Subject Shares, with the Subject Shares being treated as the last shares of Common Stock sold by Evansville from its holdings thereof. Item 7. Material to be Filed as Exhibits Exhibit A [Previously filed] Exhibit B. Irrevocable Proxy for Voting of Shares of Common Stock of Hanover Direct, Inc., granted by Evansville to Richemont on June 1, 1998. Exhibit C. Information Concerning Reporting Persons' Officers and Directors. Signatures After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: June 11, 1998 RICHEMONT FINANCE S.A. By: /s/ Robert P. Wessely ---------------------------- Robert P. Wessely, its Attorney-in-Fact RICHEMONT S.A. By: /s/ Robert P. Wessely ---------------------------- Robert P. Wessely, its Attorney-in-Fact 11 Page 11 of 18 Pages COMPAGNIE FINANCIERE RICHEMONT AG By: /s/ Robert P. Wessely ---------------------------- Robert P. Wessely, its Attorney-in-Fact COMPAGNIE FINANCIERE RUPERT By: /s/ Robert P. Wessely ---------------------------- Robert P. Wessely, its Attorney-in-Fact 12 Page 12 of 18 Pages EXHIBIT INDEX ------------- Exhibit A [Previously filed] Exhibit B. Irrevocable Proxy for Voting of Shares of Common Stock of Hanover Direct, Inc., granted by Evansville to Richemont on June 1, 1998. Exhibit C. Information Concerning Reporting Persons' Officers and Directors. EX-99.B 2 IRREVOCABLE PROXY FOR VOTING OF SHARES 1 CUSIP NO. 440506 10 3 13D Page 13 of 18 Pages EXHIBIT B IRREVOCABLE PROXY FOR VOTING OF SHARES OF COMMON STOCK OF HANOVER DIRECT, INC. By this proxy coupled with an interest, the undersigned appoints Richemont Finance S.A. ("Richemont") and its authorized directors and officers, and each of them, proxies of the undersigned, with full power of substitution, to vote 12,111,565 shares (subject to adjustment as hereinafter provided) of common stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a Delaware corporation ("Hanover"), held by the undersigned and which the undersigned is entitled to vote at any meeting of the shareholders of Hanover or by written consent, with all the powers the undersigned would have if personally present, on any matter upon which a shareholder of Hanover would be entitled to vote. IMPORTANT: SIGNATURE AND DATE REQUIRED In their discretion, the above named proxies are authorized to vote in accordance with their own judgment and at their sole discretion upon such matters as may properly come before the shareholders of Hanover for a vote. The undersigned hereby revokes any proxy or proxies heretofore given. The 12,111,565 shares of Hanover Common Stock which are the subject of this proxy shall be reduced to 9,293,966 shares of Hanover Common Stock on the date on which Richemont exercises warrants held by it for 5,646,490 shares of Common Stock of Hanover pursuant to Paragraph 1 of the letter agreement, dated June 1, 1998, from Richemont and addressed to Alan G. Quasha, Evansville Limited and NAR Group Limited, and, if such warrants are not exercised, such shares shall be automatically reduced on a share-for-share basis at such time or times after the date hereof as Richemont or its affiliates acquire shares of Common Stock of Hanover in open market purchases. Prior to the sale to a third party of the shares of Hanover Common Stock subject to this proxy to be held by the undersigned (the "Subject Shares"), the undersigned shall have provided Richemont with notice and the opportunity to exercise its right of first offer over such shares to be sold by the undersigned in accordance with Section 4.H of Amendment No. 1 to the Joint Venture Agreement of NAR Group Limited dated June 13, 1997 ("Amendment No. 1") and, if Richemont shall not have exercised such right (the "Right"), then this proxy shall terminate with regard to such Subject Shares, it being understood that the Subject Shares are to be treated as the last shares of Hanover Common Stock sold by Evansville from its holdings thereof. If the undersigned completes a sale of all or less than all of the Subject Shares in accordance with the provisions of this paragraph and Amendment No. 1 and after providing Richemont with notice and the opportunity to exercise its Right with regard to the Subject Shares and Richemont shall not have exercised such Right, then, upon completion of such sale, this proxy shall terminate with regard to such Subject Shares and the total number of Subject Shares shall be reduced accordingly and this proxy shall terminate in the case of the sale of all the Subject Shares. EVANSVILLE LIMITED By:___________________________ Name: Title: Dated: June 1, 1998 This proxy with respect to the above-mentioned shares is recognized and acknowledged by the undersigned. WARBURG PINCUS ASSET MANAGEMENT, INC. By:_________________________ Name/Title: Dated: EX-99.C 3 INFORMAT. RE REPORTING PERSONS' OFFICERS/DIRECTORS 1 Page 14 of 18 Pages EXHIBIT C RICHEMONT FINANCE S.A.
Position With Principal Name Company Occupation Address - ---- ------- ---------- ------- Kurt Nauer Director Business Executive, 35 Boulevard Richemont Finance Prince Henri S.A. L 1724 Luxembourg Eloy Michotte Director Business Executive, 15 Hill Street Richemont London W1X7FB International Ltd. England Jan du Plessis Finance Business Executive, Chalfont House Director Rothmans International Oxford Road Limited Upbridge Middlesex UB9 4DU England Alan Grieve Director Business Executive, Rigistrasse 2 Compagnie Financiere Zug 6300 Richemont AG Switzerland Yves Prussen Director Attorney, 2 Place Winston Elvinger Hoss & Churchill Prussen BP 425 L2014 Luxembourg
2 Page 15 of 18 Pages RICHEMONT S.A.
Position With Principal Name Company Occupation Address - ---- ------- ---------- ------- Johann P. Rupert Executive Business Executive, Rupert International Chairman Rupert (Pty) Ltd International Alexander Street 34 p.l.c. Stellenbosch 7600 Republic of South Africa Eloy Michotte Executive Business Executive, 15 Hill Street Director Richemont London WIX 7FB International, Ltd. England Jan du Plessis Finance Business Executive, Chalfont House Director Rothmans Oxford Road International Limited Upbridge Middlesex UB9 4DU England Alan G. Quasha Director Business Executive, 127 East 73rd Street Quadrant New York, NY 10021 Management, Inc. Howard M.S. Tanner Executive Business Executive, 15 Hill Street Director Richemont London W1X 7FB International, Ltd. England Joseph Kanoui Executive Business Executive, 6 Boulevard Director Vendome Luxury James-Fazy Group, SA 1201 Geneva Switzerland Jean-Paul Aeschimann Director Attorney, Lenz & Grand Rue 25 Staehelin 1204 Geneva Switzerland Frederick Mostert Director Attorney, Richemont 15 Hill Street International, Ltd. London W1X 7FB England
3 Page 16 of 18 Pages COMPAGNIE FINANCIERE RICHEMONT AG
Position With Principal Name Company Occupation Address - ---- ------- ---------- --------- Dr. Nikolaus Senn Chairman Banker, Union Bank Bahnhofstrasse 45 of the of Switzerland 8001 Zurich Board of Switzerland Directors Jean-Paul Aeschimann Deputy Attorney, Lenz & Grand Rue 25 Chairman Staehelin 1204 Geneva of the Switzerland Board of Directors Johann P. Rupert Managing Business Executive, Rupert International Director Rupert (Pty) Ltd International (Pty) Alexander Street 34 Ltd Stellenbosch 7600 Republic of South Africa Jan du Plessis Finance Business Executive, Chalfont House Director Rothmans Oxford Road International Limited Upbridge Middlesex UB9 4DU England Joseph Kanoui Director Business Executive, 6 Boulevard James Vendome Luxury Fazy Group SA 1201 Geneva Switzerland Yves-Andre Istel Director Vice Chairman 1251 Avenue of the Rothschild, Inc. Americas, 51st Floor New York, NY 10020 Lord Renwick Director Business Executive, c/o Robert Fleming Robert Fleming & Company Ltd. & Company Ltd. 25 Copthall Avenue London England
4 Page 17 of 18 Pages
Position With Principal Name Company Occupation Address - ---- ------- ---------- --------- William Ryan Director Business Executive, Denham Place Rothmans International Village Road p.l.c. Denham Uxbridge Middlesex UB9 5BL England
5 Page 18 of 18 Pages COMPAGNIE FINANCIERE RUPERT
Position With Principal Name Company Occupation Address - ---- ------- ---------- ------- Johann P. Rupert Managing Business Executive, Rupert International Partner Rupert (Pty) Ltd. International (Pty) Alexander Street 34 Ltd Stellenbosch 7600 Republic of South Africa
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