-----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, JYQ3NNcTmUr+a+aQe6Kf+xHyDjmm/Csr4g/B+eUSlSEscf/+g24VuAxQ9Dl/Z3b7 80cL9mEodeTd1pzjLZaSsQ== 0000950123-03-006392.txt : 20030521 0000950123-03-006392.hdr.sgml : 20030521 20030521170217 ACCESSION NUMBER: 0000950123-03-006392 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030521 GROUP MEMBERS: COMPAGNIE FINANCIERE RICHEMONT S A 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: 03714921 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 y86949sc13dza.txt AMENDMENT NO.6 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. 6) 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) May 19, 2003 ------------------------------- (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 28 Pages Page 2 of 28 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 N/A 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 0 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO Page 3 of 28 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 N/A 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 0 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO, HC Page 4 of 28 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 N/A 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 0 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO, HC Page 5 of 28 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) Compagnie Financiere Richemont S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 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 0 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO, HC Page 6 of 28 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 N/A 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 0 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO, HC Page 7 of 28 Item 1. Security and Issuer This Amendment No. 6 to Statement on Schedule 13D, filed with respect to events that occurred on May 19, 2003, 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. (collectively, 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
Page 8 of 28
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, Page 9 of 28 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 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. Item 5. Interest in Securities of the Issuer (a) and (b). The Issuer reported a total of 138,315,800 shares of Common Stock issued and outstanding as of May 9, 2003. The Reporting Persons do not beneficially own any shares of Common Stock. (c) The Reporting Persons previously reported sole voting and sole dispositive power with respect to 29,446,888 shares of Common Stock. Richemont sold all such shares and an aggregate 1,622,111 shares of Series B Participating Preferred Stock as of May 19, 2003 to Chelsey Direct, LLC, a Delaware limited liability company, for an aggregate of $40 million. (d) Not applicable. (e) The date upon which the Reporting Persons ceased to be the beneficial owner of 5% of the Issuer's Common Stock is May 19, 2003. Page 10 of 28 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to 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 Purchase and Sale Agreement dated as of May 19, 2003 between Richemont Finance S.A. and Chelsey Direct, LLC.
Page 11 of 28 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: May 21, 2003 RICHEMONT FINANCE S.A. By: /s/ Robert P. Wessely --------------------------------- Robert P. Wessely, its Attorney-in-Fact Page 12 of 28 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 Page 13 of 28 Exhibit Index Exhibit A. Information Concerning Reporting Persons' Officers and Directors. EX-99.A 3 y86949exv99wa.txt INFORMATION CONCERNING REPORTING PERSONS . . . Page 14 of 28 EXHIBIT A RICHEMONT FINANCE S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Kurt Nauer Director Business Executive, 35 Boulevard Prince Henri Richemont S.A L 1724 Luxembourg Alan Grieve Director Business Executive, 8, Blvd James Fazy Compagnie Financiere 1201 Geneva Richemont S.A. Switzerland Yves Prussen Director Attorney, Elvinger, 2 Place Winston Churchill Hoss & Prussen BP 425 L 2014 Luxembourg
Page 15 of 28 RICHEMONT HOLDINGS S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Alan Grieve Director Business Executive, 8, Blvd James Fazy Compagnie Financiere 1201 Geneva Richemont S.A. 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 Richemont S.A L 1724 Luxembourg
Page 16 of 28 RICHEMONT S.A.
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Johann P. Rupert Executive Business Executive, 8, Blvd James Fazy Chairman Compagnie Financiere 1201 Geneva Richemont S.A. Switzerland Jan du Plessis Finance Director Business Executive, 27 Knightsbridge Richemont London SW1X 7YB 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 London SW1X 7FB England Franco Cologni Director Business Executive, 51, rue Francois 1er Cartier Intl SA 75008 Paris France Dominique Jousse Human Business Executive, 27 Knightsbridge Resources Richemont Intl Ltd. London SW1X 7YB England
Page 17 of 28
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Albert Kaufmann Corporate Counsel Business Executive, 8, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Richard Lepeu Director Business Executive, 8, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland Bernard Fornas Chief Business Executive, 11 rue du Marche Executive Cartier International 1204 Geneva SA Switzerland Isabelle Guichot Chief Business Executive, Place Vendome 22 Executive Van Cleef & Arpels 75001 Paris France Alain Dominique Perrin Chief Business Executive, 27 Knightsbridge Executive Richemont Intl (UK) London SW1X 7YB Ltd England Norbert Platt Director Business Executive, Hellgrundweg 100 Montblanc Deutschland 22525 Hamburg GmbH Germany Jan Rupert Director Business Executive, 8, Blvd James Fazy Richemont Intl SA 1201 Geneva Switzerland
Page 18 of 28 COMPAGNIE FINANCIERE RICHEMONT AG
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Johann P. Rupert Executive Business Executive, 8, Blvd James Fazy Chairman Compagnie Financiere 1201 Geneva Richemont S.A. Switzerland Jean-Paul Aeschimann Director Attorney, Lenz & 25 Grand Rue Staehelin 1204 Geneva Switzerland Franco Cologni Director Business Executive, 51, rue Francois 1er Cartier Intl SA 75008 Paris France Jan du Plessis Finance Director Business Executive, 27 Knightsbridge Richemont London SW1X 7YB 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 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
Page 19 of 28 Ernst Verloop Director Retired Platalaan 17 3584 AH Utrecht The Netherlands
Page 20 of 28 COMPAGNIE FINANCIERE RUPERT
POSITION WITH NAME COMPANY OCCUPATION PRINCIPAL ADDRESS - ---- ------- ---------- ----------------- Johann P. Rupert Managing Partner Business Executive, 8, Blvd James Fazy Compagnie Financiere 1201 Geneva Richemont S.A. Switzerland
EX-99.B 4 y86949exv99wb.txt PURCHASE AND SALE AGREEMENT Page 21 of 28 EXHIBIT B PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of May 19, 2003 between Richemont Finance S.A., a societe anonyme organized under the laws of the Grand Duchy of Luxembourg ("Richemont"), and Chelsey Direct, LLC a Delaware limited liability company ("Chelsey"). WHEREAS, Chelsey desires to purchase and Richemont desires to sell to Chelsey all of Richemont's securities in Hanover Direct, Inc., a Delaware corporation ("Hanover"), consisting of shares of Common Stock, par value $0.66 2/3 per share (the "Common Stock"), and Series B Participating Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"). NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained herein, Richemont and Chelsey hereby agree as follows: 1. Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties contained herein, Chelsey shall acquire and purchase, and Richemont shall sell and deliver to Chelsey, on the date hereof, 29,446,888 shares of Common Stock and 1,622,111 shares of Series B Preferred Stock (together, the "Shares") free and clear of all material liens, encumbrances, security interests and mortgages ("Liens") (other than (x) those arising as a result of the delivery of the Shares to Chelsey or arising out of actions taken by Chelsey, (y) those arising under applicable securities laws, and (z) those relating to the restrictive legend set forth on the Certificates (as defined below)), for a purchase price equal to US $40,000,000 (the "Purchase Price"). 2. Closing (a) Time and Place. The closing of the transactions contemplated by this Agreement shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY commencing simultaneously with the execution of this agreement. (b) Delivery by Richemont. At the closing of the transactions contemplated hereby (the "Closing") and upon delivery of the Purchase Price, Richemont will deliver to Chelsey stock certificates (the "Certificates") representing the Shares, in each case duly endorsed for transfer or accompanied by blank stock powers. (c) Delivery by Chelsey. At the Closing, Chelsey will deliver to Richemont concurrently with the execution and delivery of this Agreement, the Purchase Price for the Shares in the form of a wire transfer of same day federal funds to the bank account specified in Exhibit A to this Agreement. 3. Representations and Warranties of Chelsey. Chelsey represents and warrants to Richemont as follows: Page 22 of 28 (a) Authorization; Enforcement. Chelsey has all requisite power and authority to authorize, execute, deliver and perform this Agreement. The execution, delivery and performance by Chelsey of this Agreement, and the consummation by Chelsey of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Chelsey and no further consent or authorization therefor is presently required by Chelsey. This Agreement has been duly and validly executed and delivered by Chelsey and constitutes the valid and binding obligations of Chelsey, enforceable against Chelsey in accordance with its terms. (b) No Conflicts. None of the execution, delivery or performance of this Agreement by Chelsey will conflict with the organizational documents of Chelsey, in each case as in effect on the date hereof, or result in any material breach of, or constitute a material default under, any (x) material contract, agreement or instrument to which Chelsey is a party or by which it or any of its assets is bound or (y) material law or regulation to which Chelsey or any of its assets is subject. (c) Consents; Approvals. Other than filings required pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), neither the execution, delivery or performance by Chelsey of this Agreement, nor the consummation by it of the obligations and transactions contemplated hereby, requires any consent or approval of, authorization by, exemption from, filing with or notice to any governmental entity or any other person. (d) Other Acknowledgments. Chelsey represents, acknowledges and confirms as of the date of this Agreement with respect to the transactions contemplated hereby or when agreeing to any other matter with Richemont that: (i) Chelsey (1) is a sophisticated institutional investor and has such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, (2) is able to bear the risks attendant to the transactions contemplated hereby for an indefinite period, (3) is dealing with Richemont on a professional arms-length basis and neither Richemont nor any of its affiliates or representatives is acting as a fiduciary or advisor to Chelsey with respect to this Agreement and any of the transactions contemplated hereby, and (4) has expertise in assessing tax, legal, jurisdictional and regulatory risk. (ii) Chelsey has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of and investigation into, the financial condition, creditworthiness, affairs, status and nature of Hanover and its related companies and it has not relied, and will not hereafter rely, on Richemont or any affiliate, representative or agent of Richemont or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf. In addition, without limiting the foregoing, Chelsey has not relied, and will not hereafter rely, on Richemont or any affiliate, representative or agent of Richemont or any other third party with respect to information relating to or in any way affecting the Shares. Page 23 of 28 (iii) Chelsey is receiving the transfer of the Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution of such Shares. Chelsey has not entered into any agreement, contract, understanding or commitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any of the Shares. (iv) Chelsey understands that the shares of Series B Preferred Stock have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that the certificate evidencing such shares bears a legend to that effect. (v) Chelsey understands that the shares of Common Stock bear a restrictive legend pursuant to Section 2(b)(viii) of that certain Agreement, dated as of December 19, 2001, between Hanover and Richemont. (vi) Chelsey acknowledges that in connection with its investment in Hanover, Richemont has informed Chelsey that Richemont and its affiliates, representatives or agents may have possession of material non-public information that could have a bearing on the price or valuation of the Shares, but which Richemont and its affiliates, representatives or agents may not be permitted to disclose, shall not disclose and/or have not disclosed to Chelsey. Chelsey acknowledges and agrees that Richemont and its affiliates, representatives and agents shall have no obligation whatsoever to, and that Richemont shall have no obligation whatsoever to cause such affiliates, representatives or agents to, disclose any such information to Chelsey and Chelsey hereby waives any rights to receive such information and forever waives, to the maximum extent permitted by law, on its own behalf and on the behalf of its affiliates, successors and assigns, any claims or remedies arising out of or relating to any such non-disclosure. (e) Accredited Investor. Chelsey is an "accredited investor," as that term is defined in Regulation D promulgated under the Securities Act. 4. Representations and Warranties of Richemont. Richemont represents and warrants to Chelsey as follows: (a) Authorization; Enforcement. Richemont has all requisite power and authority to authorize, execute, deliver and perform this Agreement. The execution, delivery and performance by Richemont of this Agreement, and the consummation by Richemont of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Richemont and no further consent or authorization therefor is presently required by Richemont. This Agreement has been duly and validly executed and delivered by Richemont and constitutes the valid and binding obligations of Richemont, enforceable against Richemont in accordance with its terms. (b) No Conflicts. None of the execution, delivery or performance of this Agreement by Richemont will conflict with the organizational documents of Richemont, in each Page 24 of 28 case as in effect on the date hereof, or result in any material breach of, or constitute a material default under, any (x) material contract, agreement or instrument to which Richemont is a party or by which it or any of its assets is bound or (y) material law or regulation to which Richemont or any of its assets is subject. (c) Consents; Approvals. Other than filings required pursuant to the Exchange Act, neither the execution, delivery or performance by Richemont of this Agreement, nor the consummation by it of the obligations and transactions contemplated hereby, requires any consent or approval of, authorization by, exemption from, filing with or notice to any governmental entity or any other person. (d) Ownership of the Shares. Richemont owns the Shares free and clear of all Liens other than (x) those arising as a result of the delivery of the Shares to Chelsey or arising out of actions taken by Chelsey, (y) those arising under applicable securities laws, and (z) those relating to the restrictive legend set forth on the Certificates. The Shares represent all of the securities of Hanover owned by Richemont as of the date of this Agreement. 5. Indemnification. (a) Chelsey hereby agrees that it will indemnify Richemont and each of its affiliates and each of their respective directors, officers, partners, employees, owners, representatives, agents, heirs, executors, administrators, stockholders, successors, assigns and controlling persons (the "Indemnified Parties") and agrees to hold each of the Indemnified Parties harmless from and against, and to pay to each of the Indemnified Parties the amount of, any loss, liability, claim, damage, or expense (including reasonable attorneys' fees), whether or not involving a third party claim, arising, directly or indirectly, from or in connection with, or in respect of any action or inaction by Chelsey or its affiliates related to Chelsey's investment in Hanover or Chelsey's ownership of, or actions or inactions relating to, the Shares and Hanover (other than the purchase by Chelsey and sale by Richemont of the Shares as contemplated by this Agreement). (b) Each of the parties hereby agrees that it will indemnify the other party and agrees to hold the other party harmless from and against, and to pay to the other party the amount of, any loss, liability, claim, damage, or expense (including reasonable attorneys' fees), whether or not involving a third party claim, arising, directly or indirectly, from or in connection with, or in respect of any breach of any representation or warranty set forth in this Agreement by the indemnifying party. (c) Nothing set forth in this Section 5 shall be deemed to be exclusive of any other rights or remedies that any of the parties may have in respect of the subject matter of this Section 5, whether by law, contract or otherwise. 6. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. This Agreement supersedes any Page 25 of 28 prior agreement or understanding among them, and may not be modified or amended in any manner other than by an instrument in writing signed by the parties hereto, or their respective successors or assigns, or otherwise as provided herein. Without limiting the foregoing, with respect to the transactions contemplated by this Agreement and the subject matter of this Agreement, neither Richemont and its affiliates nor Chelsey and its affiliates make any representations or warranties other than those explicitly set forth in this Agreement. (b) Choice of Law. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. (c) Jurisdiction. The parties hereto agree that any proceeding arising out of or relating to this Agreement or the breach or threatened breach of this Agreement may be commenced and prosecuted in a court in the State of Delaware. Each of parties hereto hereby irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of any court in the State of Delaware in respect of any such proceeding. Each of the parties hereto consents to service of process upon such party with respect to any such proceeding by registered mail, return receipt requested, and by any other means permitted by applicable laws and rules. Each of the parties hereto waives any objection that such party may now or hereafter have to the laying of venue of any such proceeding in any court in the State of Delaware and any claim that such party may now or hereafter have that any such proceeding in any court in the State of Delaware has been brought in an inconvenient forum. (d) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (iii) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN. (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and permitted assigns. Except for the provisions of Section 5, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement and their respective successors or permitted assigns, any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. Page 26 of 28 (f) Third Party Beneficiaries. It is expressly agreed that each of the Indemnified Parties (other than Richemont) shall be third party beneficiaries of this Agreement for purposes of Section 5 of this Agreement and shall be entitled to enforce it in accordance with its terms. (g) Amendments. Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only by a written instrument executed by the parties hereto. (h) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by Richemont or Chelsey without the prior written consent of the other parties. (i) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given on the date of delivery, if personally delivered, or if mailed (registered or certified mail, postage prepaid, return receipt requested), on the third (3rd) business day following mailing as follows: If to Richemont: Richemont Finance S.A. 35 Boulevard Prince Henri L 1724 Luxembourg Fax: 011-4141-711-7138 Attention: Alan Grieve with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 Fax: (212) 735-2000 Attention: Morris J. Kramer If to Chelsey: Chelsey Direct LLC 712 Fifth Avenue 45th Floor New York, NY 10019 Fax: (212) 909-9450 Attention: William B. Wachtel (j) Headings. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof. (k) Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Page 27 of 28 Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. (l) Waivers. No provision of this Agreement shall be deemed to have been waived unless such waiver is contained in a written notice given to the party claiming such waiver, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given. (m) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. (n) Further Assurances. The parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement. (o) No Recourse Against Others. Except as set forth in Section 5 of this Agreement, no director, officer, partner, employee, owner, representative, agent, heir, executor, administrator, beneficiary, stockholder, or controlling person, as such, of Richemont or Chelsey shall have any liability hereunder or for any obligations of Richemont or Chelsey, as applicable, in respect of the Shares or for any claim based on, in respect or by reason of, such obligations or their creation or this Agreement. Each party, by execution of this Agreement, waives and releases all such persons for all such liabilities. Page 28 of 28 IN WITNESS WHEREOF, Richemont and Chelsey have executed this Agreement as of the date first above written. RICHEMONT FINANCE S.A. By: --------------------------------- Name: Title: CHELSEY DIRECT, LLC By: --------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----