-----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, AOybc6Hu1lG2lTkAhlBYI4KmEGk+CE7cUc3s37JQTiJLFRhJqJ/uvJQ7SOSNjUHt bjk4i/GlISAFcSfJfjOW8A== 0000950123-01-503440.txt : 20010615 0000950123-01-503440.hdr.sgml : 20010615 ACCESSION NUMBER: 0000950123-01-503440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010614 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010614 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: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08056 FILM NUMBER: 1660412 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 8-K 1 y50448ke8-k.txt HANOVER DIRECT, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 14, 2001 -------------------------------------------------------------- HANOVER DIRECT, INC. ------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 1-12082 ---------------------------------- (COMMISSION FILE NUMBER) DELAWARE 13-0853260 - ----------------------------------- ----------------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) 1500 HARBOR BOULEVARD WEEHAWKEN, NEW JERSEY 07087 - ----------------------------------- -------------- (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300 ------------------- - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On June 14, 2001, Hanover Direct, Inc. (the "Company") issued a press release announcing the signing of a definitive agreement to sell certain assets and liabilities of the Company's Improvements business to HSN, a division of USA Networks, Inc.'s Interactive Group, for $33.4 million. Although there can be no assurance, the transaction is anticipated to close at the end of June, subject to customary closing conditions. ITEM 7. EXHIBITS (C) Exhibit 20.1 Press Release dated June 14, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HANOVER DIRECT, INC. ----------------------------------- (Registrant) June 14, 2001 By: /s/ Brian C. Harriss ----------------------------------- Name: Brian C. Harriss Title: Executive Vice President and Chief Financial Officer EX-20.1 2 y50448kex20-1.txt NEWS RELEASE 1 EXHIBIT 20.1 [HANOVERDIRECT LOGO] FOR IMMEDIATE RELEASE CONTACT: Hanover Direct, Inc The MWW Group Brian C. Harriss Jamie Schwartz E.V.P & Chief Financial Officer Rich Tauberman Tel: (201) 272-3224 Tel: (201) 507-9500 HANOVER DIRECT ANNOUNCES DEFINITIVE AGREEMENT TO SELL THE IMPROVEMENTS BUSINESS FOR $33.4 MILLION, AND REFINES STRATEGIC REALIGNMENT PROGRAM WEEHAWKEN, NJ, June 14, 2001- Hanover Direct, Inc. (AMEX: HNV) today announced further initiatives related to its ongoing strategic realignment plan. First, the Company announced that it had signed a definitive agreement to sell certain assets and liabilities of the Improvements business to HSN, a division of USA Networks, Inc.'s Interactive Group, for $33.4 million. Hanover's Keystone subsidiary will provide fulfillment services for the Improvements business under a services agreement with the buyer for up to three years. The transaction is anticipated to close at the end of June, subject to customary closing conditions. Hanover Direct will use the proceeds to repay approximately $5.5 million of borrowings under its Credit Agreement with Congress Financial Corporation and apply the remaining balance to working capital in support of the Company's strong vendor base. "Today's announcement", stated Tom Shull, the Company's President and Chief Executive Officer, "marks continued progress in Hanover's strategic realignment. Although the Improvements business has been a core unit of Hanover, this transaction benefits our shareholders and further strengthens our balance sheet and cash resources. We are very proud of the accomplishments of Improvements President, Ken Ellingsen, and his team in growing this business in recent years." "As announced earlier this year", continued Shull, "we are pursuing opportunities to sell our International Male, Gump's Retail and Gump's By Mail businesses. Additionally, the Company has received unsolicited interest from multiple parties to explore the possible purchase of our Silhouettes business." "In conjunction with the sale of Improvements, the potential disposition of these units", concluded Shull, "would transform Hanover Direct, Inc. into a better capitalized and highly focused home-style business through its Company Store, Domestications and Scandia Down brands, supported by fulfillment services from its facilities in Roanoke, Virginia, La Crosse, Wisconsin and Hanover, Pennsylvania." ABOUT HANOVER DIRECT, INC. Hanover Direct, Inc. (AMEX: HNV) and its business units provide quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers, as well as a comprehensive range of Internet, e-commerce, and fulfillment services to businesses. Hanover Brands, Inc. is comprised of the Company's catalog and e-commerce web site portfolio of home fashions, apparel and gift brands, including Domestications, The Company Store, Company Kids, Encore, Improvements, Silhouettes, International Male, Undergear, Scandia Down, and Gump's By Mail. The Company ================================================================================ 2 owns Gump's, a retail store based in San Francisco. Each brand can be accessed on the Internet individually by name. erizon, Inc. is comprised of Keystone Internet Services, Inc. (www.keystoneinternet.com), the Company's third party fulfillment operation, and also provides the logistical, IT and fulfillment needs of Hanover Brands, Inc. Information on Hanover Direct, including each of its subsidiaries, can be accessed on the Internet at www.hanoverdirect.com. ================================================================================ FORWARD LOOKING STATEMENTS The following statements constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: "The transaction is anticipated to close at the end of June, subject to customary closing conditions." "In conjunction with the sale of Improvements, the potential disposition of these units . . . would transform Hanover Direct, Inc. into a better capitalized and highly focused home-style business..." Cautionary Statements The following material identifies important factors that could cause actual results to differ materially from those expressed in the forward looking statements identified above and in any other forward looking statements contained elsewhere herein: The ability of the Company to fulfill the closing conditions contained in the Asset Purchase Agreement with HSN for whatever reason. The ability of the Company to find buyers for the International Male, Gump's Retail and/or Gump's By Mail businesses or the Silhouettes business at competitive prices or at all due to market conditions generally, the lowering of market valuations of companies in the direct marketing and retail businesses or the Company's business situation specifically or otherwise. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD LOOKING STATEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE ADVISED, HOWEVER, TO CONSULT ANY FURTHER DISCLOSURES WE MAKE ON RELATED SUBJECTS IN OUR FORMS 10-Q, 8-K, 10-K OR ANY OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----