-----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, WcaRLOeibOclw5eURbJ/UzUR3ddSUuWKJORZNKgwtO7bach5lucctel3waTWo2tY VjN7N4LZH/VuI65+JqKWjA== 0000950123-02-009406.txt : 20021004 0000950123-02-009406.hdr.sgml : 20021004 20021003204430 ACCESSION NUMBER: 0000950123-02-009406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021003 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021004 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: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 02781488 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 y64339ke8vk.txt HANOVER DIRECT, INC. 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): OCTOBER 3, 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 5. OTHER EVENTS. Hanover Direct, Inc. announced the integration of its Domestications and The Company Store divisions, as described more fully in the Press Release attached hereto as Exhibit A. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit A - Press Release dated October 3, 2002 of the Registrant. 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) October 3, 2002 By: /s/ Edward M. Lambert ---------------------------------------- Name: Edward M. Lambert Title: Executive Vice President and Chief Financial Officer EX-99.A 3 y64339kexv99wa.txt PRESS RELEASE Exhibit A [HANOVER DIRECT LOGO] CONTACT: Hanover Direct, Inc The MWW Group Edward M. Lambert Rich Tauberman E.V.P & Chief Financial Officer Tel: (201) 507-9500 Tel: (201) 272-3325 Hanover Direct Announces Integration of Domestications and The Company Store Divisions EDGEWATER, NJ, October 3, 2002 - In another step in its strategy of focusing on its "Home Core" businesses, Hanover Direct, Inc. announced the integration of its Domestications and The Company Store divisions. "This action will help further strengthen the financial performance of two solid brands," stated Thomas C. Shull, Chairman, President and Chief Executive Officer of Hanover Direct. "John DiFrancesco's leadership of The Company Store helped the Division realize EBITDA growth of $5 million for the first six months of 2002 versus 2001 while Farley Nachemin's turnaround of Domestications yielded a $3.7 million improvement in EBITDA for the first half of 2002 over the prior year period". Hanover Direct announced that John DiFrancesco will lead the combined divisions as President, The Company Store Group. Farley Nachemin has been appointed Chief Merchandising Officer, The Company Store Group and President, Domestications and will report to Mr. DiFrancesco. "John and Farley will continue as a great team," said Mr. Shull, "and I look forward to the results of their combined leadership of the integrated divisions." The Company Store offers high quality proprietary design home furnishings merchandise through its web site and catalog. Domestications offers a broad assortment of value priced proprietary and branded home furnishings merchandise also through its web site and catalog. "Our new division will be better able to satisfy a wide range of customer needs through a variety of styles and price points, all with the highest quality," said Mr. DiFrancesco. "The combination of the Domestications and The Company Store brands along with our top-end Scandia brand offers a compelling business concept, and provides us greater combined strength to further our proprietary product development efforts." As part of this integration, Hanover Direct will implement the previously announced transition of the fulfillment operations from the leased Kindig Lane distribution facility in Hanover, Pennsylvania to its own facility in Roanoke, Virginia. Hanover Direct will be taking a $2.4 million special charge in FY2002, related to the discontinuation of fulfillment activities at the Kindig Lane facility and the elimination of approximately 50 FTE positions in operations and administration resulting from the integration. 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, Silhouettes, International Male, Scandia Down, and Gump's By Mail. The Company owns Gump's, a retail store based in San Francisco. Each brand can be accessed on the Internet individually by name. Keystone Internet Services, Inc. (www.keystoneinternet.com), the Company's third party fulfillment operation, 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. -----END PRIVACY-ENHANCED MESSAGE-----