-----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, EcBFkWtwjQ3fD2HwcrELUNR3TiVH5Z5IJfPzR9oeoa2S4P7bTt8ZvrsGDnHOaSqb fTD8G0gCWcy1LFbqxqXeZA== 0000950123-01-509634.txt : 20020413 0000950123-01-509634.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-01-509634 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011228 GROUP MEMBERS: COMPAGNIE FINANCIERE RICHEMONT AG GROUP MEMBERS: COMPAGNIE FINANCIERE RUPERT GROUP MEMBERS: RICHEMONT HOLDINGS S.A. GROUP MEMBERS: RICHEMONT S.A. 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/A 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 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: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34082 FILM NUMBER: 1825788 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 SC 13D/A 1 y56042sc13da.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) 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 10177 011-352-227-252 (212) 415-9200 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2001 ------------------------------- (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 23 Pages Page 2 of 23 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 SHARES 7. SOLE VOTING POWER 28,691,888 shares* BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 1,510,000 shares* REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 28,691,888 shares* REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,201,888 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%* 14. TYPE OF REPORTING PERSON CO * See item 5 2 Page 3 of 23 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Richemont Holdings 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 SHARES 7. SOLE VOTING POWER 28,691,888 shares* BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 1,510,000 shares* REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 28,691,888 shares* REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,201,888 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%* 14. TYPE OF REPORTING PERSON CO, HC * See item 5 3 Page 4 of 23 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 SHARES 7. SOLE VOTING POWER 28,691,888 shares* BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 1,510,000 shares* REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 28,691,888 shares* REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,201,888 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%* 14. TYPE OF REPORTING PERSON CO, HC * See item 5 4 Page 5 of 23 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 SHARES 7. SOLE VOTING POWER 28,691,888 shares* BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 1,510,000 shares* REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 28,691,888 shares* REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,201,888 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%* 14. TYPE OF REPORTING PERSON CO, HC * See item 5 5 Page 6 of 23 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 SHARES 7. SOLE VOTING POWER 28,691,888 shares* BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 1,510,000 shares* REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 28,691,888 shares* REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,510,000 shares* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,201,888 shares* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.8%* 14. TYPE OF REPORTING PERSON CO, HC * See item 5 6 Page 7 of 23 Item 1. Security and Issuer This Amendment No. 4 to Statement on Schedule 13D, filed with respect to events that occurred on December 19, 2001, 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 executive offices are located at 115 River Road, Building 10, Edgewater, New Jersey 07020. 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, Compagnie Financiere Rupert and Richemont Holdings S.A. (the "Reporting Persons"). The following table sets forth the name, the State or other place of 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 HOLDINGS S.A. State of organization: Luxembourg Principal business: Holding Company Address of principal business: 35 Boulevard Prince Henri L 1724 Luxembourg Address of principal office: 35 Boulevard Prince Henri L 1724 Luxembourg
7 Page 8 of 23
NAME: RICHEMONT 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: 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, 8 Page 9 of 23 principal business and address of the corporation or other organization in which such occupation or employment is conducted, are set forth in Exhibit A. (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 Not Applicable Item 4. Purpose of the Transaction 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 138,369,439 shares of Common Stock issued and outstanding as of December 19, 2001 (giving effect to the transactions described below). Pursuant to Rule 13d-3, the Reporting Persons may be deemed to beneficially own 30,201,888 shares, or 21.8% of the outstanding Common Stock (including, as described below, 1,510,000 shares owned by NAR Group Limited ("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 and sole power to dispose of 28,691,888 of such shares (which shares with sole dispositive power constitute 20.7% of the outstanding Common Stock). 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 (the "NAR Shares") 9 Page 10 of 23 The Reporting Persons disclaim beneficial ownership of the 1,510,000 NAR Shares. (c) On December 19, 2001, the Issuer consummated a transaction with Richemont. In the transaction, the Issuer repurchased from Richemont all of the outstanding shares of the Series A Cumulative Participating Preferred Stock of the Issuer (the "Series A Preferred Stock") and 74,098,769 shares of Common Stock held by Richemont in return for the issuance to Richemont of 1,622,111 shares of newly-created Series B Participating Preferred Stock (the "Series B Preferred Stock") and the reimbursement of expenses of $1 million to Richemont. The shares of Series B Preferred Stock are entitled to vote with the shares of Common Stock on all matters on which the Common Stock votes and are entitled to ten votes per share. The transaction was made pursuant to an Agreement (the "Agreement"), dated as of December 19, 2001, between the Issuer and Richemont. As part of the transaction, the Issuer (i) released Richemont, the individuals appointed by Richemont to the Board of Directors of the Issuer and certain of their respective affiliates and representatives (collectively, the "Richemont Group") against any claims by or in the right of the Issuer against any member of the Richemont Group which arise out of Richemont's acts or omissions as a stockholder or lender of the Issuer or the acts or omissions of any Richemont board designee in his capacity as such and (ii) entered into an Indemnification Agreement (the "Indemnification Agreement") with Richemont pursuant to which the Issuer agreed to indemnify each member of the Richemont Group from any losses suffered as a result of any third party claim which is based upon Richemont's acts as a stockholder or lender of the Issuer or the acts or omissions of any Richemont board designee in his capacity as such. As part of the transaction, Richemont revoked the proxy that it held from Evansville Limited to vote 4,289,000 shares of Common Stock. In addition, the two designees of Richemont to the Board of Directors of the Issuer, Eloy Michotte and Alan Grieve, resigned from the Board. The shares of Series A Preferred Stock that were repurchased from Richemont represent all of the outstanding shares of such series. The Issuer has filed a certificate in Delaware eliminating such series from its certificate of incorporation. Through September 29, 2001, the Company had accrued, but not paid, dividends aggregating $12,389,700, consisting of an additional 188,235 shares of Series A Preferred Stock, on the shares of Series A Preferred Stock held by Richemont. Richemont agreed, as part of the transaction, to forego any claim it had to the accrued but unpaid dividends on the Series A Preferred Stock. Immediately prior to the consummation of the transaction, Richemont was the holder of 102,790,657 shares of Common Stock and 1,400,000 shares of non-voting Series A Preferred Stock. Richemont also held a proxy to vote 4,289,000 shares of Common Stock. Thus, based on 212,468,208 shares of Common Stock outstanding immediately prior to the consummation of the transaction, Richemont was the beneficial owner of approximately 50.4% of the Issuer's outstanding voting securities. Immediately after the consummation of the transaction, Richemont was the holder of 28,691,888 shares of Common Stock (representing 20.7% of the outstanding shares) and 1,622,111 shares of the ten-votes-per-share Series B Preferred Stock. Thus, based on 138,369,439 shares of Common Stock and 1,622,111 shares of Series B Preferred Stock outstanding immediately after the consummation of the transaction, Richemont was 10 Page 11 of 23 entitled to cast 44,912,998 votes on all matters on which the stockholders vote, or approximately 29.1% of the total number of votes entitled to be cast. The holders of the Series B Preferred Stock are entitled to ten votes per share on any matter on which the Common Stock votes. In addition, in the event that the Issuer defaults in its obligations under the Agreement, the Certificate of Designations of the Series B Preferred Stock or its agreements with Congress Financial Corporation, or in the event that the Issuer fails to redeem at least 811,056 shares of Series B Preferred Stock by August 31, 2003, then the holders of the Series B Preferred Stock, voting as a class, shall be entitled to elect two members to the Board of Directors of the Issuer. In the event of the liquidation, dissolution or winding up of the Issuer, the holders of the Series B Preferred Stock are entitled to a liquidation preference (the "Liquidation Preference") which is initially $47.36 per share and which increases quarterly, commencing March 1, 2002. Dividends on the Series B Preferred Stock are required to be paid whenever a dividend is declared on the Common Stock. The amount of any dividend on the Series B Preferred Stock shall be determined by multiplying (i) the amount obtained by dividing the amount of the dividend on the Common Stock by the then current fair market value of a share of Common Stock and (ii) the Liquidation Preference of the Series B Preferred Stock. The Series B Preferred Stock must be redeemed by the Issuer on August 23, 2005. The Issuer may redeem all or less than all of the then outstanding shares of Series B Preferred Stock at any time prior to that date. At the option of the holders thereof, the Issuer must redeem the Series B Preferred Stock upon a Change of Control or upon the consummation of an Asset Disposition or Equity Sale (all as defined in the Certificate of Designations of the Series B Preferred Stock). The redemption price for the Series B Preferred Stock upon a Change of Control or upon the consummation of an Asset Disposition or Equity Sale is the then applicable Liquidation Preference of the Series B Preferred Stock plus the amount of any declared but unpaid dividends on the Series B Preferred Stock. The Issuer's obligation to redeem the Series B Preferred Stock upon an Asset Disposition or an Equity Sale is subject to the satisfaction of certain conditions set forth in the Certificate of Designations. The Certificate of Designations of the Series B Preferred Stock provides that, for so long as Richemont is the holder of at least 25% of the then outstanding shares of Series B Preferred Stock, it shall be entitled to appoint an observer to attend all meetings of the Board of Directors and any committees thereof. Pursuant to the terms of the Certificate of Designations of the Series B Preferred Stock, the Issuer's obligation to pay dividends on or redeem the Series B Preferred Stock is subject to its compliance with its agreements with Congress Financial Corporation. (d) Not applicable. (e) Not applicable. 11 Page 12 of 23 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Reference is hereby made to Item 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. Item 7. Material to be Filed as Exhibits Exhibit A Information Concerning Reporting Persons' Officers and Directors. Exhibit B Certificate of the Designations, Powers, Preferences and Rights of Series B Participating Preferred Stock of Hanover Direct, Inc., as filed with the Delaware Secretary of State on December 19, 2001. (Incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K dated December 19, 2001) (the "8-K"). Exhibit C Agreement, dated as of December 19, 2001, between Hanover Direct Inc., and Richemont Finance S.A. (Incorporated by reference to Exhibit 10.1 to the 8-K). (The disclosure schedules to this agreement are not being filed with the 8-K. The Reporting Persons shall furnish a copy of such disclosure schedules to the Commission upon its request.) Exhibit D Release, dated December 19, 2001, executed by Hanover Direct, Inc. in favor of Richemont Finance S.A. and others. (Incorporated by reference to Exhibit 10.2 to the 8-K). Exhibit E Indemnification Agreement, dated as of December 19, 2001, between Hanover Direct, Inc. and Richemont Finance S.A. (Incorporated by reference to Exhibit 10.3 to the 8-K). Exhibit F Release of Proxy dated as of December 19, 2001. 12 Page 13 of 23 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: December 28, 2001 RICHEMONT FINANCE S.A. By:/s/ ROBERT P. WESSELY --------------------- Robert P. Wessely, its Attorney-in-Fact 13 Page 14 of 23 RICHEMONT HOLDINGS 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 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 14 Exhibit Index Exhibit A. Information Concerning Reporting Persons' Officers and Directors. Exhibit F. Release of Proxy dated as of December 19, 2001. EX-99.A 3 y56042ex99-a.txt REPORTING PERSONS' OFFICERS AND DIRECTORS INFO. Page 16 of 23 EXHIBIT A RICHEMONT FINANCE S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Kurt Nauer Director Business Executive, 35 Boulevard Prince Henri Vendome Luxury Group L 1724 Luxembourg S.A Alan Grieve Director Business Executive, Rigistrasse 2 Compagnie Financiere 6300 Zug Richemont AG Switzerland Yves Prussen Director Attorney, Elvinger, 2 Place Winston Churchill Hoss & Prussen BP 425 L 2014 Luxembourg
16 Page 17 of 23 RICHEMONT HOLDINGS S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Alan Grieve Director Business Executive, Rigistrasse 2 Compagnie Financiere 6300 Zug Richemont AG Switzerland Yves Prussen Director Attorney, Elvinger, 2 Place Winston Churchill Hoss & Prussen BP 425 L 2014 Luxembourg Kurt Nauer Director Business Executive, 35 Boulevard Prince Henri Vendome Luxury Group L 1724 Luxembourg S.A
17 Page 18 of 23 RICHEMONT S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Johann P. Rupert Executive Business Executive, Rigistrasse 2 Chairman Compagnie Financiere 6300 Zug Richemont AG Switzerland Jan du Plessis Finance Director Business Executive, 15 Hill Street Richemont London W1X 7FB International Ltd England Eloy Michotte Director Business Executive, 15 Hill Street Richemont London W1X 7FB International Ltd England Frederick Mostert Director Business Executive, 15 Hill Street Attorney, Richemont London W1X 7FB International Ltd. England Callum Barton Director Business Executive, 2 East 52nd Street Richemont North New York America Inc. Henry-John Belmont Director Business Executive, 6, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Piet Beyers Director Business Executive, Carpe Diem Office Park Remgro Ltd. Techno Park 7600 Stellenbosch South Africa Simon Critchell Director Business Executive, 27 Knightsbridge Alfred Dunhill SW2X 7YB England Franco Cologni Director Business Executive, 51, rue Francois 1 er Cartier Intl SA 75008 Paris France Dominique Jousse Human Business Executive, 8 Hill Street Resources Richemont Intl Ltd. London W1X 7FB England
18 Page 19 of 23
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Albert Kaufmann Corporate Counsel Business Executive, 6, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Richard Lepeu Director Business Executive, 6, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Guy Leymarie Director Business Executive, 6, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Alain Dominique Perrin Chief Business Executive, 27 Knightsbridge Executive Richemont Intl (UK) London SW1X 7FB Ltd England Norbert Platt Director Business Executive, Hellgrundweg 100 Montblanc Deutschland 22525 Hamburg GmbH Germany Jan Rupert Director Business Executive, 6, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland
19 Page 20 of 23 COMPAGNIE FINANCIERE RICHEMONT AG
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Dr. Nikolaus Senn Chairman of the Retired c/o UBS AG Board of Bahnhofstrasse 45 Directors 8001 Zurich Switzerland Jean-Paul Aeschimann Director Attorney, Lenz & 25 Grand Rue Staehelin 1204 Geneva Switzerland Johann P. Rupert Chairman Business Executive, Rigistrasse 2 Executive Compagnie 6300 Zug Financiere Switzerland Richemont AG Jan du Plessis Finance Director Business Executive, 15 Hill Street Richemont London W1X 7FB International Ltd England Joseph Kanoui Executive Business Executive 33, quai Wilson Director 1201 Geneva Switzerland Yves-Andre Istel Director Vice Chairman 1251 Avenue of the Americas Rothschild Inc. 51st Floor New York, NY 10020 Lord Renwick Director Business Executive, 10 Aldermanbury JP Morgan plc London EC2 7RF England Mr. L. Deschuyteneer Director Business Executive, Rue de Naples JP Morgan plc B-2050 Brussels Belgium Lord Douro Director Business Executive, 27 Knightsbridge Richemont Holdings London SW1 7YB (UK) Ltd England Alan G. Quasha Director Business Executive, 720 Fifth Avenue Quadrant Management, 9th Floor Inc. New York, NY 10019
20 Page 21 of 23 Ernst Verloop Director Retired Platalaan 17 3584 AH Utrecht The Netherlands
21 Page 22 of 23 COMPAGNIE FINANCIERE RUPERT
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Johann P. Rupert Managing Partner Business Executive, Rigistrasse 2 Compagnie Financiere 6300 Zug Richemont AG Switzerland
22 EX-99.F 4 y56042ex99-f.txt RELEASE OF PROXY Page 23 of 23 EXHIBIT F RELEASE OF IRREVOCABLE PROXY FOR VOTING SHARES OF COMMON STOCK OF HANOVER DIRECT, INC. Reference is made to the proxy (the "Proxy"), dated June 1, 1998, in which Evansville Limited ("Evansville") appointed Richemont Finance S.A. ("Richemont") and its authorized directors and officers, and each of them, proxies of Evansville, with full power of substitution, to vote 4,289,000 shares (reflecting adjustments to date and subject to further adjustment as provided in the Proxy) of common stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a Delaware corporation. For the benefit of Evansville, the undersigned hereby surrenders, terminates and releases the Proxy and agrees that it is of no further force and effect. RICHEMONT FINANCE S.A. By: /s/ Eloy Michotte _________________________ Name: Eloy Michotte Title: Dated: December 19, 2001 23 -----END PRIVACY-ENHANCED MESSAGE-----