-----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, KwiTdS7GJDk9lLq0ygBzltFxbAifsmvW0AITZsuRqg3ZDAtGpGwmbbGhLW9+mboS 8jkjXYBWgaHKjU86w3osYA== 0000950123-02-005352.txt : 20020516 0000950123-02-005352.hdr.sgml : 20020516 20020515200126 ACCESSION NUMBER: 0000950123-02-005352 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020514 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020516 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 02654136 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/A 1 y60876e8-ka.txt HANOVER DIRECT INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------------- AMENDMENT NO. 1 TO FORM 8-K/A1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 14, 2002 -------------- 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) 115 RIVER ROAD, BUILDING 10 EDGEWATER, NEW JERSEY 07020 ----------------------------------- -------------- (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) Item 4 of Hanover Direct, Inc.'s Current Report on Form 8-K filed on May 10, 2002 (the "Form 8-K") is hereby amended and restated in its entirety to read as follows: ITEM 4. CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANTS The Board of Directors of Hanover Direct, Inc. (the "Company"), upon recommendation of its Audit Committee, has ended the engagement of Arthur Andersen LLP ("Arthur Andersen") as the Company's independent public accountants, effective on the filing on May 14, 2002 of the Company's Form 10-Q for the fiscal quarter ended March 30, 2002, and has authorized the engagement of KPMG LLP ("KPMG") to serve as the Company's independent public accountants for the fiscal year ending December 28, 2002. Arthur Anderson no longer provides services as the Company's principal independent auditor. Arthur Andersen's report on the Company's 2001 financial statements was issued on March 16, 2002, in conjunction with the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2001. During the Company's two most recent fiscal years ended December 30, 2000 and December 29, 2001, and the subsequent interim period through May 14, 2002, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter of the disagreement in connection with its reports. The audit reports of Arthur Andersen on the consolidated financial statements of the Company and subsidiaries as of and for the fiscal years ended December 30, 2000 and December 29, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The Company has provided Arthur Andersen with a copy of the foregoing disclosures. A letter from Arthur Andersen, stating its agreement with these statements, is attached as Exhibit 16.2. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company's two most recent fiscal years and the subsequent interim period through May 14, 2002. During the Company's most recent fiscal years ended December 29, 2001, and the subsequent interim period through May 14, 2002, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The Form 8-K is hereby amended by adding Exhibit 16.2 thereto and by amending and restating the Exhibit List contained therein in its entirety to read as follows: Exhibits 16.1 Letter of Arthur Andersen LLP dated May 9, 2002 regarding change in certifying accountant 16.2 Letter of Arthur Andersen LLP dated May 15, 2002 regarding change in certifying accountant 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) May 15, 2002 By: /s/ Edward M. Lambert -------------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer EX-16.2 3 y60876ex16-2.txt LETTER OF ARTHUR ANDERSEN LLP EXHIBIT 16.2 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 15, 2002 Ladies and Gentlemen: We have read paragraphs one through three of Item 4 included in the Amendment No. 1 to Form 8-K/A1 dated May 15, 2002 of Hanover Direct, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP -----END PRIVACY-ENHANCED MESSAGE-----