-----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, PRmEttP27W/Z6TPLqST8vhjXDCE2RD/rDWV55DPXfDL5ej2qLdtxAKTOZzaYOUcT UAtcMQg4IWvjKyMhCBz87w== 0001236945-04-000007.txt : 20040713 0001236945-04-000007.hdr.sgml : 20040713 20040713130833 ACCESSION NUMBER: 0001236945-04-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031118 FILED AS OF DATE: 20040713 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WACHTEL WILLIAM B CENTRAL INDEX KEY: 0001236945 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 04911666 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 4 1 form4071204wbw_ex.xml X0202 4 2003-11-18 0 0000320333 HANOVER DIRECT INC HNV 0001236945 WACHTEL WILLIAM B 110 EAST 59TH STREET NEW YORK NY 10022 1 0 1 0 Common Stock 2004-07-08 4 J 0 4344762 0 A 115649483 I See Footnote Common Stock Warrant 0 2004-07-08 4 J 0 102472096 A Common Stock 102472096 102472096 I See Footnote Common Stock Option .22 2003-11-18 4 A 0 50000 0 A 2003-11-30 2013-11-18 Common Stock 50000 50000 D In connection with the closing of a junior secured term loan facility with the Issuer (the "Term Loan Facility"), Chelsey Direct, LLC ("Chelsey Direct") received a waiver fee equal to 1% of the accreted liquidation preference of the Issuer's Series C Participating Preferred Stock held by Chelsey Direct, payable in shares of the common stock of the Issuer (the "Common Stock"), calculated with reference to the fair market value thereof two business days prior to the closing date, or 4,344,762 additional shares of Common Stock, in consideration for the waiver by Chelsey Direct of its blockage rights over the issuance of senior securities. The number of shares reported on this Form 4 as beneficially owned by the Reporting Person do not give effect to the one-for-ten reverse stock split that is scheduled for stockholder approval at the Annual Meeting (as defined in footnote 3 below). The holdings reported on Table I are owned of record by Chelsey Direct, LLC (which is wholly-owned by the Chelsey Capital Profit Sharing Plan (the "Plan"), of which the Reporting Person is the Trustee ) and indirectly by William B. Wachtel as the Manager of Chelsey Direct. The estimated holdings reported on Table II are expected to be owned of record by Chelsey Finance, LLC ("Chelsey Finance"), which is wholly-owned by Chelsey Funding, LLC, which is in turn wholly-owned by the Plan. The Reporting Person has sole voting and dispositive power with respect to all shares reported hereon. The sponsor of the Plan is DSJ International Resources Ltd., of which Stuart Feldman is the sole officer and director and the principal beneficiary of the Plan. In consideration for providing the Term Loan Facility to the Issuer, Chelsey Finance is expected to receive a warrant (the "Common Stock Purchase Warrant"), exercisable at $.01 per share for a period of ten years following date of issuance, to purchase shares of Common Stock in an amount equal to 30% of the fully diluted outstanding shares of Common Stock after giving effect to the issuance of the Common Stock Purchase Warrant. Based on the number of shares of Common Stock outstanding on the date hereof as reported by the Issuer to the Reporting Person, the Reporting Person estimates that 30% of the fully diluted outstanding shares would be approximately 102,472,096 shares of Common Stock. Because the issuance of the Common Stock Purchase Warrant requires stockholder approval of such issuance and of certain amendments to the Issuer's Certificate of Incorporation, Chelsey Finance received on the Closing Date a warrant (the "Series D Preferred Stock Purchase Warrant") to purchase, at any time after September 30, 2004, 100 shares of a newly-issued series of nonvoting preferred stock of the Issuer, called Series D Participating Preferred Stock. The Series D Preferred Stock Purchase Warrant will be automatically exchanged for the Common Stock Purchase Warrant upon the receipt of stockholder approval of the issuance thereof anticipated at the Issuer's 2004 Annual Meeting of Stockholders scheduled for August 12, 2004 (the "Annual Meeting"). Chelsey Direct owns a majority of the aggregate voting power of the Issuer's capital stock. Accordingly, Chelsey Direct will be able to control the outcome of all matters upon which it votes at the Annual Meeting, including the issuance of the Common Stock Purchase Warrant. /s/ William Wachtel 2004-07-12 -----END PRIVACY-ENHANCED MESSAGE-----