-----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, EXzqAb2GFjr+ZcriCJJHwSzc7ziB3TRETrZZeowdrllPry8hhGiFLdcJJhUnBHxM y892GTYTnBPDJ/l2dwDzRA== 0001237237-04-000004.txt : 20040713 0001237237-04-000004.hdr.sgml : 20040713 20040713130941 ACCESSION NUMBER: 0001237237-04-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040708 FILED AS OF DATE: 20040713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FELDMAN STUART CENTRAL INDEX KEY: 0001237237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08056 FILM NUMBER: 04911667 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVE 45TH FL CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 712 FIFTH AVE 45TH FL CITY: NEW YORK STATE: NY ZIP: 10019 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 4 1 form4071204sf_ex.xml X0202 4 2004-07-08 0 0000320333 HANOVER DIRECT INC HNV 0001237237 FELDMAN STUART 712 FIFTH AVE 45TH FL NEW YORK NY 10019 1 0 1 0 Common Stock 2004-07-08 4 J 0 4344762 0 A 115649483 I See Footnote Common Stock 160900 D Common Stock Warrant .01 2004-07-08 4 J 0 102172096 A Common Stock 102472096 102472096 I See Footnote Common Stock Warrant .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 is the principal beneficiary of the Plan. The Reporting Person is also the sole officer and director of DSJ International Resources Ltd., the sponsor 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/ Stuart Feldman 2004-07-12 -----END PRIVACY-ENHANCED MESSAGE-----