-----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, SIiVlL2/I2a0jFDpkVnfCP6hPxzWxYLJPR7UHgBd656hE9slUnCt4Bvouxt2Ky4D HHmXfmrVmHkCL6dPu078yA== 0001026121-03-000040.txt : 20030918 0001026121-03-000040.hdr.sgml : 20030918 20030917194252 ACCESSION NUMBER: 0001026121-03-000040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030918 GROUP MEMBERS: CHELSEY CAPITAL PROFIT SHARING PLAN GROUP MEMBERS: CHELSEY DIRECT, LLC GROUP MEMBERS: DSJ INTERNATIONAL RESOURCES LTD. GROUP MEMBERS: STUART FELDMAN GROUP MEMBERS: WILLIAM B. WACHTEL 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: 03900266 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WACHTEL WILLIAM B CENTRAL INDEX KEY: 0001236945 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129099500 MAIL ADDRESS: STREET 1: 110 EST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 form13da5.txt AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 5 Hanover Direct, Inc. -------------------------------- (Name of Issuer) Common Stock, $0.66 2/3 par value ------------------------------- (Title of Class of Securities) 440506 10 3 -------------------------------- (CUSIP Number) William B. Wachtel Wachtel & Masyr, LLP 110 East 59th Street New York, New York 10022 (212) 909-9595 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 16, 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 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 15 Pages Page 2 of 15 1. NAME OF REPORTING PERSON Chelsey Capital Profit Sharing Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 13-3716218 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {x} (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 New York 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 29,607,788 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% 14. TYPE OF REPORTING PERSON EP Page 3 of 15 1. NAME OF REPORTING PERSON Chelsey Direct, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 13-3716218 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {x} (b) { } 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) { } 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 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 29,607,788 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% 14. TYPE OF REPORTING PERSON OO Page 4 of 15 1. NAME OF REPORTING PERSON William B. Wachtel I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {x} (b) { } 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) { } 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER 29,446,888 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 29,446,888 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,607,788 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% 14. TYPE OF REPORTING PERSON IN Page 5 of 15 1. NAME OF REPORTING PERSON DSJ International Resources Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 13-3716218 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {x} (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 New York 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 29,607,788 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% 14. TYPE OF REPORTING PERSON CO, HC Page 6 of 15 1. NAME OF REPORTING PERSON Stuart Feldman I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {x} (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 United States NUMBER OF SHARES 7. SOLE VOTING POWER 160,900 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 160,900 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,607,788 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES { } 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% 14. TYPE OF REPORTING PERSON IN Page 7 of 15 Item 4. Purpose of the Transaction Item 4 is hereby amended by the addition of the following paragraph before the last paragraph: By letter dated September 2, 2003 from counsel to the Issuer to Chelsey LLC and Richemont Finance S.A., the Issuer gave notice, pursuant to the Certificate of the Designations, Powers, Preferences and Rights of Series B Participatory Preferred Stock of Hanover Direct, Inc. (the "Certificate of Designations"), that a Voting Trigger (as defined in the Certificate of Designations) has occurred due to the failure by the Issuer to redeem any shares of the Preferred Stock on or prior to August 31, 2003 and, as a result, the holder or holders of the Preferred Stock have the exclusive right, to elect two directors of the Issuer as set forth in Section 7(b) of the Certificate of Designations. By letter dated September 15, 2003 from Chelsey LLC to the Issuer, Chelsey LLC, as the holder of the Preferred Stock, notified the Issuer, as requested by the foregoing notice and pursuant to Section 7(b) of the Certificate of Designations, of its intent to cause the Director Right (as defined in the Certificate of Designations) to be vested. By a Consent of Sole Stockholder dated September 16, 2003, Chelsey LLC, as the sole holder of record of the Preferred Stock, acting, pursuant to Section 228 of the General Corporation Law of the State of Delaware and Section 7(b) of the Certificate of Designations, elected, effective as of September 16, 2003, each of Martin L. Edelman and Wayne Garten as a director of the Issuer. Copies of the Issuer's counsel's letter, the Chelsey LLC letter, the Certificate of Designations and the Consent of Sole Stockholder are filed as Exhibits N, O, P (by incorporation by reference) and Q, respectively, to this Statement and are incorporated herein by this reference. Item 7. Material to be Filed as Exhibits Exhibit A Purchase and Sale Agreement dated as of May 19, 2003 between Richemont Finance S.A. and Chelsey Direct, LLC. (previously filed) Exhibit B Letter, dated July 7, 2003, from Mr. Thomas C. Shull to Messieurs Johann Rupert and Stuart Feldman. previously filed) Exhibit C Letter, dated July 11, 2003, from Chelsey Direct, LLC to Mr. Thomas C. Shull. (previously filed) Exhibit D Recapitalization of Hanover Direct, Inc. Summary of Terms. (previously filed) Exhibit E Hanover Direct, Inc. Summary of Key Points Made by Chelsey Direct, LLC. August 7, 2003.(previously filed) Exhibit F Letter, dated August 8, 2003, from Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc., to Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC. (previously filed) Page 8 of 15 Exhibit G Letter, dated August 11, 2003, from Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC, to Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc. (previously filed) Exhibit H Letter, dated August 14, 2003, from Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc. to Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC. (Incorporated by reference to the Issuer's Current Report on Form 8-K filed on August 18, 2003) Exhibit I Letter, dated September 2, 2003, from Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC, to Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc. (previously filed) Exhibit J Letter Agreement dated May 19, 2003 by and between Richemont Finance S.A. and Chelsey Direct, LLC. (previously filed) Exhibit K Escrow Agreement dated as of July 2, 2003 by and among Richemont Finance S.A., Chelsey Direct LLC and JP Morgan Chase Bank, as Escrow Agent. (previously filed) Exhibit L Letter, dated September 4, 2003, from Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc., to Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC. (previously filed) Exhibit M Letter, dated September 8, 2003, from Martin Nussbaum, Esq. of Swidler Berlin Shereff Friedman, LLP, counsel to Chelsey Direct, LLC, to Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc. (previously filed) Exhibit N Letter, dated September 2, 2003, from Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc., to Messrs. Stuart Feldman and William B. Wachtel of Chelsey Direct, LLC and Mr. Eloy Michotte of Richemont Finance S.A. Exhibit O Letter, dated September 15, 2003, from Chelsey Direct, LLC to Hanover Direct, Inc. Page 9 of 15 Exhibit P Certificate of the Designations, Powers, Preferences and Rights of Series B Participating Preferred Stock of Hanover Direct, Inc. (Incorporated by reference to the Issuer's Current Report on Form 8-K filed December 20, 2001) Exhibit Q Consent, dated September 16, 2003, of Sole Stockholder Page 10 of 15 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 Amendment No. 5 to the Statement on Schedule 13D is true, complete and correct. Date: September 17, 2003 Chelsey Capital Profit Sharing Plan By: /s/ William B. Wachtel William B. Wachtel, its Trustee Chelsey Direct, LLC By: /s/ William B. Wachtel William B. Wachtel, its Manager /s/ William B. Wachtel William B. Wachtel DSJ International Resources Ltd. By: /s/ Stuart Feldman Stuart Feldman, its President /s/ Stuart Feldman Stuart Feldman Page 11 of 15 Exhibit Index Exhibit N Letter, dated September 2, 2003, from Sarah Hewitt, Esq. of Brown, Raysman, Millstein, Felder & Steiner LLP, counsel to Hanover Direct, Inc., to Messrs. Stuart Feldman and William B. Wachtel of Chelsey Direct, LLC and Mr. Eloy Michotte of Richemont Finance S.A. Exhibit O Letter, dated September 15, 2003, from Chelsey Direct, LLC to Hanover Direct, Inc. Exhibit Q Consent, dated September 16, 2003, of Sole Stockholder Page 12 of 15 Exhibit N BROWNRAYSMAN BROWN RAYSMAN MILLSTEIN FELDER & STEINER Sarah Hewitt Partner 212-895-2190 shewitt@brownraysman.com September 2, 2003 VIA CERTIFIED OR REGISTERED MAIL Mr. Stuart Feldman Mr. William B. Wachtel Chelsey Direct, LLC 712 Fifth Avenue, 45th Floor New York, New York 10019 Mr. Eloy Michotte Richemont Finance S.A. 35 Boulevard Prince Henri L 1724 Lusembourg Re: Notice of Voting Trigger Gentlemen: Reference is made to the Certificate of Designations, Powers, Preferences and Rights (the "Certificate of Designations") of the Series B Participating Preferred Stock (the "Series B Preferred Stock") of Hanover Direct, Inc. (the "Company"). On behalf of the Company, please be advised that a Voting Trigger(as defined in the Certificate of Designations) has occurred due to the failure by the Company to redeem any shares of Series B Preferred Stock on or prior to August 31, 2003. As a result, the holder or holders of the Series B Preferred Stock have the exclusive right, voting separately as a class and by taking such actions as are set forth in Section 7(b) of the Certificate of Designations, to elect two directors of the Company (the "Director Right"). Please notify the Company of your intent to cause the Director Right to be vested within fifteen (15) days of the date hereof as required by the Certificate of Designations using the Company's principal address at 115 River Road, Building 10, Edgewater, New Jersey 07020, Attention: Thomas C. Shull, and/or principal fax number at (201) 272-3465 for this purpose. Page 13 of 15 This letter is written without prejudice to the rights of the Company, all of which are hereby expressly reserved. Very truly yours, /s/Sarah Hewitt Sarah Hewitt cc: Thomas C. Shull Leslie A. Lupert, Esq. BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP 900 Third Avenue New York, NY 10022 T 212-895-2000 f 212-895-2900 brownraysman.com Page 14 of 15 Exhibit O Chelsey Direct, LLC 712 Fifth Avenue 45th floor New York, NY 10019 September 15, 2003 Via Certified or Registered Mail and Facsimile (201) 272-3465 Hanover Direct, Inc. 115 River Road Building 10 Edgewater, NJ 07020 Attention: Thomas C. Shull Re: Notice of Voting Trigger Gentlemen: In response to your notice as to the Voting Trigger, the undersigned, as the holder of the rights of all of the outstanding shares of the Series B Participating Preferred Stock (the "Preferred Stock") of Hanover Direct, Inc., hereby provides notice, pursuant to Section 7(b) of the Certificate of Designations governing the Preferred Stock, of its intent to cause the Director Right (as defined therein) to be vested. Very truly yours, Chelsey Direct, LLC By: /s/ William B. Wachtel William B. Wachtel Manager WBW/bp cc: Sarah Hewitt, Esq. Page 15 of 15 Exhibit Q Hanover Direct, Inc. Consent of Sole Stockholder September 16, 2003 The undersigned, being the sole holder of record of all of the outstanding shares of the Series B Participating Preferred Stock, $0.01 par value (the "Series B Preferred Stock"), of Hanover Direct, Inc., a Delaware corporation (the "Corporation"), do hereby consent, pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "GCL") and Section 7(b) of the Corporation's Certificate of the Designations, Powers, Preferences and Rights of Series B Participating Preferred Stock (the "Certificate") and in lieu of holding a meeting, to the adoption of the following resolution: RESOLVED, that Martin L. Edelman and Wayne Garten be, and each of them hereby is, elected as a director of the Corporation, effective as of September 16, 2003, each to serve as such until the election of his or her successor at any meeting of the Series B Preferred Stockholders of the Corporation for the purpose of electing directors, provided that each such successor shall be elected only by the then holder or holders of the Series B Preferred Stock in the manner contemplated by the GCL and the Certificate. Chelsey Direct, Inc. By: /s/ William B. Wachtel Name: William B. Wachtel Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----