<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
HANOVER DIRECT, INC.
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(Name of Issuer)
Common Stock, $0.66 2/3 par value
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(Title of Class of Securities)
440506 10 3
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(CUSIP Number)
Thomas A. Huser, Esq.
Quadrant Management, Inc.
127 East 73rd Street
New York, New York 10021
(212) 439-9292
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1994
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(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(b)(3) or (4), check the following box [ ] .
Check the following box if a fee is being paid with this statement [ ] .
(Continued on following page(s))
Page 1 of 14 Pages
Exhibit Index Appears on Page 7
<PAGE> 2
CUSIP NO. 440506 10 3 13D Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NAR Group Limited (no Fed. I.D. No.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin
Islands
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NUMBER 7 SOLE VOTING POWER None
OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 51,875,259 shares
OWNED ----------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING ----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 51,875,259 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 51,875,259 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.6%
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14 TYPE OF REPORTING PERSON CO, HC
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CUSIP NO. 440506 10 3 13D Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Grant Quasha, S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER 7 SOLE VOTING POWER None
OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 51,875,259 shares
OWNED ----------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING ----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 51,875,259 shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 51,875,259 shares
- ---------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.6%
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14 TYPE OF REPORTING PERSON IN
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CUSIP NO. 440506 10 3 13D Page 4 of 14 Pages
Item 1. Security and Issuer.
This Amendment No. 15 to Statement on Schedule 13D (the
"Amendment"), filed with respect to events that occurred on March 8, 1994,
relates to shares of Common Stock, par value $0.66-2/3 per share, of Hanover
Direct, Inc., a Delaware corporation(1) (the "Common Stock" and the "Issuer",
respectively), whose principal executive offices are located at 1500 Harbor
Boulevard, Weehawken, New Jersey 07087. Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning ascribed
thereto in the original Statement on Schedule 13D, as modified by Amendments
No. 1 - 14 thereto (the "Amended Statement").
Item 2. Identity and Background.
This Statement is filed by NAR Group Limited (formerly North
American Resources Limited), on behalf of itself and its direct or indirect
wholly owned subsidiaries, Quadrant Capital Corp. ("QCC") and Westmark Holdings
Limited ("Westmark") (individually or collectively, as the context requires,
"NAR"), and Alan G. Quasha ("Mr. Quasha") (collectively, NAR and Mr. Quasha are
sometimes hereinafter referred to as the "Reporting Persons").
NAR is the beneficial owner of certain of the Issuer's securities.
Mr. Quasha, who is a director of the Issuer, has been designated by the Board
of Directors of NAR to oversee NAR's investment in the Issuer, and may
therefore be deemed to be an indirect beneficial owner of the Issuer's
securities beneficially owned by NAR. NAR's stockholders, Richemont Group
Limited ("Richemont Group"), Evansville Limited ("Evansville") and Mr. Quasha,
may be deemed to jointly control NAR. Richemont Group may be deemed to be
controlled, through intermediate entities (Richemont S.A. and Compagnie
Financiere Richemont AG), by Compagnie Financiere Ehrbar. Evansville may be
deemed to be controlled by the Phyllis Quasha Revocable Trust. Phyllis G.
Quasha, as the settlor of the Trust, may be deemed to control the Trust.
Phyllis G. Quasha is Mr. Quasha's mother. Mr. Quasha is one of the
beneficiaries of the Trust. Based upon the foregoing considerations, for
purposes of General Instruction C to Schedule 13D, Richemont Group, Richemont
S.A., Compagnie Financiere Richemont AG, Compagnie Financiere Ehrbar,
Evansville, the Phyllis Quasha Revocable Trust and Phyllis G. Quasha
(collectively, the "Instruction C Persons") may be deemed to control NAR.
- --------------------
(1)In September of 1993, the Issuer became the successor of The Horn & Hardart
Company and The Hanover Companies for purposes of Section 16 pursuant to
successive mergers. These mergers had the effect of changing the Issuer's
domicile and name but did not alter the respective interests of security
holders.
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CUSIP NO. 440506 10 3 13D Page 5 of 14 Pages
Exhibit A sets forth the name, place of organization, principal
business, address of principal business and address of principal office of each
of the Reporting Persons and Instruction C Persons.
The name, citizenship, business address and present principal
occupation or employment of each executive officer and director of the
Reporting Persons and Instruction C Persons, as well as the name, principal
business and address of the corporation or other organization in which such
occupation or employment is conducted, are set forth in Exhibit B.
During the five years prior to the date hereof, none of the
Reporting Persons nor, to the best of their knowledge, the Instruction C
Persons or any executive officer or director of any of the Reporting Persons or
Instruction C 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.
Except as expressly set forth herein, the joint filing of this
Statement shall not be construed as an admission that any person named herein
is, for the purpose of Section 13(d) or (g) of the Securities Exchange Act or
for any other purpose, the indirect beneficial owner of any or all of the
securities of the Issuer beneficially owned directly by another person, and
each such person disclaims such indirect beneficial ownership, except that NAR
does not disclaim indirect beneficial ownership of securities of the Issuer
beneficially owned directly by QCC or Westmark.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
Pursuant to Letter Agreements, dated March 8, 1994 (the "Lock-Up
Letters"), by and among each of Westmark Holdings Limited, Quadrant Capital
Corp. and Alan G. Quasha (the "Reporting Persons") and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Alex
Brown & Sons Incorporated (the "Underwriters"), the Reporting Persons
represented and agreed that from the date of the Lock-Up Letters until 180 days
after the effecitve date of the Registration Statement relating to the planned
public offering of shares of Common Stock by the Company,
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CUSIP NO. 440506 10 3 13D Page 6 of 14 Pages
they will not without the prior consent of Merrill Lynch, directly or
indirectly sell (or offer or contract to sell), transfer, pledge (subject to
certain specified exceptions) or otherwise dispose of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock, except under certain circumstances outlined in the Lock-Up Letters.
Under certain circumstances, which are described in the Lock-Up Letters, the
Lock-Up Letters will have no force and effect.
The foregoing description of the Lock-Up Letters is a summary of
certain of its terms and reference is made to a copy of the Lock-Up Letters
which is attached hereto as Exhibit GG and incorporated herein by reference for
all of its terms and conditions.
Item 5. Interest in Securities of the Issuer.
(a) & (b) The Issuer has a total of 82,933,177 shares of Common
Stock issued and outstanding as disclosed in the Issuer's press release dated
February 18, 1994.
Pursuant to Rule 13d-3, the Reporting Persons may be deemed to
beneficially own an aggregate of 51,875,259 shares of Common Stock, including
5,033,735 shares issuable upon conversion, exercise or exchange of other
securities as contemplated by rule 13d-3(d)(1)(i). Pursuant to Rule
13d-3(d)(1)(i), such 51,875,259 shares of Common Stock constitute an aggregate
of approximately 62.6% of the outstanding Common Stock. For purposes of
Section 13(d), the Reporting Persons may be deemed to have shared power to vote
and dispose of, or to direct the voting and disposition of, the securities
referred to in this paragraph.
(c) Other than the transactions described in this Statement, no
transactions in the shares of Common Stock have been effected during the past
60 days by the Reporting Persons, or, to the best of their knowledge, the
Instruction C Persons or any of the persons named in Exhibit B.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Reference is hereby made to Items 3 and 4 hereof for a
description of certain contracts, arrangements, understandings and
relationships relating to the securities of the Issuer. Except as described
therein, none of the Reporting Persons nor, to the best of their knowledge, any
executive officer or director thereof, has any contract,
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CUSIP NO. 440506 10 3 13D Page 7 of 14 Pages
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. Page
Exhibits A-FF: [Previously filed].
Exhibit GG: Letter Agreements dated
as of March 8, 1994 among Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Alex Brown
& Sons Incorporated and each of
Westmark Holdings Limited, Quadrant
Capital Corp. and Alan G. Quasha 9
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CUSIP NO. 440506 10 3 13D Page 8 of 14 Pages
SIGNATURES
After reasonable inquiry and to the best of his, her or its
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: March 18, 1994
NAR GROUP LIMITED
By: /s/ Thomas A. Huser
---------------------------
Thomas A. Huser, its
Attorney-in-Fact
ALAN GRANT QUASHA
By: /s/ Thomas A. Huser
---------------------------
Thomas A. Huser, his
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
Exhibits A-FF: [Previously filed].
Exhibit GG: Letter Agreements dated
as of March 8, 1994 among Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Alex Brown
& Sons Incorporated and each of
Westmark Holdings Limited, Quadrant
Capital Corp. and Alan G. Quasha
<PAGE> 1
CUSIP NO. 440506 10 3 13D Page 9 of 14 Pages
Exhibit GG
March 8, 1994
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Alex. Brown & Sons Incorporated
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
New York, New York 10281-1201
Ladies and Gentlemen:
The undersigned is a securityholder of Hanover Direct, Inc.
(the "Company"). The undersigned understands that the Company and certain
securityholders of the Company plan to sell shares of the Company's common
stock, par value $.662/3 per share ("Common Stock"), including shares subject
to over-allotment options, to certain underwriters (the "Underwriters")
represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to
offer such shares of Common Stock to the public (the "Offering").
In order to induce the Underwriters to participate in the
Offering, the undersigned represents and agrees that from the date of this
letter until 180 days after the Registration Statement on Form S-3
(Registration No. 33-52353) relating to the sale of 10,000,000 shares of Common
Stock (excluding the shares of Common Stock to be sold upon exercise of the
Underwriters' over-allotment options) filed by the Company with the Securities
and Exchange Commission, as amended (the "Registration Statement"), becomes
effective, the undersigned will not, without the prior written consent of
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
directly or indirectly sell (or offer or contract to sell), transfer, pledge or
otherwise dispose of any shares of Common Stock or securities convertible into
or exercisable or exchangeable for Common Stock except to affiliates of NAR
Group Limited; provided, however, that any such affiliate-transferee will
execute and deliver a copy of this letter agreement to Merill Lynch & Co.
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CUSIP NO. 440506 10 3 13D Page 10 of 14 Pages
This letter will further confirm that the undersigned has not
taken, and until 180 days after the effective date of the Registration
Statement, will not take, directly or indirectly, any action which might result
in the stabilization of the price of the Common Stock.
This letter may be relied upon by the Company and the Underwriters.
Very truly yours,
QUADRANT CAPITAL CORP.
By: /s/John R. Schoemer
-----------------------
Name: John R. Schoemer
Title: Vice President
Confirmed and accepted as of
the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
ALEX. BROWN & SONS INCORPORATED
By: MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
By: /s/Charles S. Hilliard
--------------------------
Name: Charles S. Hilliard
Title: Associate
On behalf of themselves and each of the
Underwriters
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CUSIP NO. 440506 10 3 13D Page 11 of 14 Pages
Exhibit GG
March 8, 1994
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Alex. Brown & Sons Incorporated
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
New York, New York 10281-1201
Ladies and Gentlemen:
The undersigned is a securityholder of Hanover Direct, Inc. (the
"Company"). The undersigned understands that the Company and certain
securityholders of the Company plan to sell shares of the Company's common
stock, par value $.662/3 per share ("Common Stock"), including shares subject
to over-allotment options, to certain underwriters (the "Underwriters")
represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to
offer such shares of Common Stock to the public (the "Offering").
In order to induce the Underwriters to participate in the Offering,
the undersigned represents and agrees that from the date of this letter until
180 days after the Registration Statement on Form S-3 (Registration No.
33-52353) relating to the sale of 10,000,000 shares of Common Stock (excluding
the shares of Common Stock to be sold upon exercise of the Underwriters'
over-allotment options) filed by the Company with the Securities and Exchange
Commission, as amended (the "Registration Statement"), becomes effective, the
undersigned will not, without the prior written consent of Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, directly or indirectly sell
(or offer or contract to sell), transfer, pledge or otherwise dispose of any
shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock except to affiliates of NAR Group Limited;
provided, however, that any such affiliate-transferee will execute and deliver
a copy of this letter agreement to Merill Lynch & Co.
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CUSIP NO. 440506 10 3 13D Page 12 of 14 Pages
This letter will further confirm that the undersigned has not
taken, and until 180 days after the effective date of the Registration
Statement, will not take, directly or indirectly, any action which might result
in the stabilization of the price of the Common Stock.
This letter may be relied upon by the Company and the Underwriters.
Very truly yours,
WESTMARK HOLDINGS LIMITED
By: /s/John R. Schoemer
-----------------------
Name: John R. Schoemer
Title: Attorney-in-Fact
Confirmed and accepted as of
the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
ALEX. BROWN & SONS INCORPORATED
By: MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
By: /s/Charles S. Hilliard
--------------------------
Name: Charles S. Hilliard
Title: Associate
On behalf of themselves and each of the
Underwriters
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CUSIP NO. 440506 10 3 13D Page 13 of 14 Pages
Exhibit GG
March 8, 1994
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Alex. Brown & Sons Incorporated
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
New York, New York 10281-1201
Ladies and Gentlemen:
The undersigned is a securityholder of Hanover Direct, Inc. (the
"Company"). The undersigned understands that the Company and certain
securityholders of the Company plan to sell shares of the Company's common
stock, par value $.662/3 per share ("Common Stock"), including shares subject
to over-allotment options, to certain underwriters (the "Underwriters")
represented by Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Alex. Brown & Sons Incorporated. The Underwriters propose to
offer such shares of Common Stock to the public (the "Offering").
In order to induce the Underwriters to participate in the Offering,
the undersigned represents and agrees that from the date of this letter until
180 days after the Registration Statement on Form S-3 (Registration No.
33-52353) relating to the sale of 10,000,000 shares of Common Stock (excluding
the shares of Common Stock to be sold upon exercise of the Underwriters'
over-allotment options) filed by the Company with the Securities and Exchange
Commission, as amended (the "Registration Statement"), becomes effective, the
undersigned will not, without the prior written consent of Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, directly or indirectly sell
(or offer or contract to sell), transfer, pledge or otherwise dispose of any
shares of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock. In the event that the Registration Statement
does not become effective by May 31, 1994, this letter agreement shall be of no
further effect.
This letter will further confirm that the undersigned has not
taken, and until 180 days after the effective date of the Registration
Statement, will not take, directly or indirectly, any action which might result
in the stabilization of the price of the Common Stock.
<PAGE> 6
CUSIP NO. 440506 10 3 13D Page 14 of 14 Pages
This letter may be relied upon by the Company and the Underwriters.
Very truly yours,
/s/Alan G. Quasha
--------------------
Name: Alan G. Quasha
Confirmed and accepted as of
the date first above written:
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
ALEX. BROWN & SONS INCORPORATED
By: MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
By: /s/Charles S. Hilliard
--------------------------
Name: Charles S. Hilliard
Title: Associate
On behalf of themselves and each of the
Underwriters
