-----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, SEJ//lXZ1geNecmJ0KfbiXfHbZHNLS/BANd9K+cKG0trESBPkFeZU+60ZR7ddTK7 L7oCqBdqMOKWTjbK3gl9nw== 0000950123-04-005092.txt : 20040426 0000950123-04-005092.hdr.sgml : 20040426 20040426145033 ACCESSION NUMBER: 0000950123-04-005092 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021228 FILED AS OF DATE: 20040426 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 04753889 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 10-K/A 1 y95410a2e10vkza.txt AMENDMENT #2 TO 10-K: HANOVER DIRECT, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A AMENDMENT NO. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002 COMMISSION FILE NUMBER 1-12082 ------------------------ HANOVER DIRECT, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 115 RIVER ROAD, BUILDING 10, EDGEWATER, NEW JERSEY (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 13-0853260 (IRS EMPLOYER IDENTIFICATION NO.) 07020 (ZIP CODE) (201) 863-7300 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- COMMON STOCK, $.66 2/3 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X] As of June 28, 2002, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $17,443,928 (based on the closing price of the Common Stock on the American Stock Exchange on June 28, 2002 of $0.25 per share; shares of Common Stock owned by directors and officers of the Company are excluded from this calculation; such exclusion does not represent a conclusion by the Company that all of such directors and officers are affiliates of the Company). As of March 20, 2003, the registrant had 138,315,800 shares of Common Stock outstanding (excluding treasury shares). ------------------------ DOCUMENTS INCORPORATED BY REFERENCE The Company's definitive proxy statement to be filed by the Company pursuant to Regulation 14A is incorporated into items 11, 12 and 13 of Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 2 on Form 10-K/A amends Exhibit 23.1 of Item 15 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2002 filed with the Securities and Exchange Commission on March 25, 2003, which was previously amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission effective April 12, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 26, 2004 HANOVER DIRECT, INC. (Registrant) By: /s/ THOMAS C. SHULL ------------------------------------ Thomas C. Shull, Chairman of the Board, President and Chief Executive Officer (On behalf of the registrant and as principal executive officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 2 to the report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated below. Principal Officers: /s/ CHARLES E. BLUE - ----------------------------------------------------- Charles E. Blue, Senior Vice President and Chief Financial Officer (principal financial officer) /s/ WILLIAM C. KINGSFORD - ----------------------------------------------------- William C. Kingsford, Vice President and Corporate Controller (principal accounting officer)
Board of Directors: /s/ THOMAS C. SHULL - ----------------------------------------------------- Thomas C. Shull, Director /s/ ROBERT H. MASSON - ----------------------------------------------------- Robert H. Masson, Director /s/ BASIL P. REGAN - ----------------------------------------------------- Basil P. Regan, Director - ----------------------------------------------------- William Wachtel, Director /s/ A. DAVID BROWN - ----------------------------------------------------- A. David Brown, Director - ----------------------------------------------------- Donald Hecht, Director - ----------------------------------------------------- Stuart Feldman, Director /s/ WAYNE P. GARTEN - ----------------------------------------------------- Wayne P. Garten, Director - ----------------------------------------------------- Paul S. Goodman, Director
Date: April 26, 2004 EXHIBIT INDEX
EXHIBIT NUMBER ITEM 601 DESCRIPTION OF DOCUMENT AND INCORPORATION BY REFERENCE OF REGULATION S-K WHERE APPLICABLE - ----------------------------------------------------------------------------------------------- 23.1 Consent of Independent Public Accountants. FILED HEREWITH. - -----------------------------------------------------------------------------------------------
EX-23.1 2 y95410a2exv23w1.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Stockholders Hanover Direct, Inc.: We consent to the incorporation by reference in the registration statements (Nos. 2-92383, 2-94286, 33-52059, 33-52061, 33-52353, 33-52687, 33-58756, 33-58758, 33-58760, 33-66394, 333-3871, 333-02743, 333-03871, 333-13817, 333-25141, 333-51433, 333-80007, 333-91687, 333-91689, 333-88148, 333-88156 and 333-101564) on Form S-8 of Hanover Direct, Inc. of our report dated March 25, 2003, except as to note 6, which is as of April 2, 2004, with respect to the consolidated balance sheet of Hanover Direct, Inc. as of December 28, 2002 and the related consolidated statements of income (loss), shareholders' deficiency, and cash flows for the year then ended, and the related 2002 consolidated financial statement schedule, which report appears in the December 28, 2002 annual report on Form 10-K of Hanover Direct, Inc. Our report dated March 25, 2003 contains an explanatory paragraph relating to the fact that the 2001 consolidated financial statements and financial statement schedule of Hanover Direct, Inc. were audited by other auditors who have ceased operations. Our report also refers to the adoption in 2002 of the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Our report also indicates that the Company's consolidated balance sheet as of December 28, 2002 has been restated to classify certain debt as current. As discussed above, the 2001 financial statements of Hanover Direct, Inc. were audited by other auditors who have ceased operations. As described in Note 21, these financial statements have been amended to reflect the restatement of the consolidated balance sheet as of December 29, 2001 in order to classify certain long-term debt as current. KPMG LLP New York, New York April 9, 2004 -----END PRIVACY-ENHANCED MESSAGE-----