<PAGE> 1
As filed with the Securities and Exchange Commission on March 17, 1994
Registration No. 33-52687
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
HANOVER DIRECT, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1500 Harbor Boulevard 13-0853260
(State or other jurisdiction of Weehawken, New Jersey 07087 (I.R.S. Employer Identification
incorporation or organization) (201) 863-7300 Number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
</TABLE>
--------------------
Michael P. Sherman, Esq.
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
(201) 863-7300
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Copy to:
Monte E. Wetzler, Esq.
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, New York 10166
(212) 351-3000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
---------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
===============================================================================
Exhibit index on page 2
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
------ ---------------------- ------
<S> <C> <C>
4 Indenture between Hanover Direct, Inc. and
First Trust National Association, as
Trustee, dated as of August 17, 1993
(incorporated by reference to Exhibit
4.1 to the Annual Report on Form 10-K of
Hanover Direct, Inc. for the fiscal year
ended January 1, 1994). --
5 Opinion of Whitman Breed Abbott & Morgan as
to the legality of the securities being registered. *
12 Statement re computation of ratio
of earnings to fixed charges. *
23.1 Consents of Arthur Andersen & Co. *
23.2 Consent of KPMG Peat Marwick. *
23.3 Consent of Deloitte & Touche. *
23.4 Consent of Ernst & Young. *
23.5 Consent of Whitman Breed Abbott & Morgan
(included in the opinion set forth as
Exhibit 5 to this Registration Statement). *
24 Powers of Attorney of certain directors
and officers of the Company (included on page
II-7 of this Registration Statement as filed
with the Securities and Exchange Commission on
March 15, 1994). *
25 Statement of Eligibility and Qualification of
First Trust National Association, as Trustee,
on Form T-1.
</TABLE>
- ----------------
* Previously filed.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Hanover Direct, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 1 to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Weehawken, State of
New Jersey, on the 17th day of March, 1994.
HANOVER DIRECT, INC.
By: /s/ Jack E. Rosenfeld
--------------------------------------
Jack E. Rosenfeld,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on March 17, 1994.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Alan G. Quasha* Chairman of the Board and Director
- --------------------------------------
Alan G. Quasha
/s/ Jack E. Rosenfeld Director, President and Chief Executive Officer
- -------------------------------------- (principal executive officer)
Jack E. Rosenfeld
/s/ Wayne P. Garten* Executive Vice President and Chief Financial Wayne P. Garten
- -------------------------------------- Officer (principal financial officer)
/s/ David E. Ullman* Vice President, Controller
- -------------------------------------- (principal accounting officer)
David E. Ullman
/s/ Ralph Destino* Director
- --------------------------------------
Ralph Destino
/s/ J. David Hakman* Director
- --------------------------------------
J. David Hakman
/s/ S. Lee Kling* Director
- --------------------------------------
S. Lee Kling
Director
- -------------------------------------
Theodore H. Kruttschnitt
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
/s/ Jeffrey Laikind* Director
- --------------------------------------
Jeffrey Laikind
/s/ Elizabeth Valk Long* Director
- --------------------------------------
Elizabeth Valk Long
/s/ Edmund R. Manwell* Director
- --------------------------------------
Edmund R. Manwell
/s/ Geraldine Stutz* Director
- --------------------------------------
Geraldine Stutz
/s/ Robert F. Wright* Director
- --------------------------------------
Robert F. Wright
</TABLE>
- -------------------------
* Michael P. Sherman, pursuant to a Power of Attorney executed by each of
the directors and officers noted above and filed with the Securities and
Exchange Commission, by signing his name hereto, does hereby sign and execute
this Amendment No. 1 to Registration Statement on Form S-3 on behalf of each of
the persons noted above, in the capacities indicated.
/s/ Michael P. Sherman
-------------------------------
Michael P. Sherman
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
------ ---------------------- ------
<S> <C> <C>
4 Indenture between Hanover Direct, Inc. and
First Trust National Association, as
Trustee, dated as of August 17, 1993
(incorporated by reference to Exhibit
4.1 to the Annual Report on Form 10-K of
Hanover Direct, Inc. for the fiscal year
ended January 1, 1994). --
5 Opinion of Whitman Breed Abbott & Morgan as
to the legality of the securities being registered. *
12 Statement re computation of ratio
of earnings to fixed charges. *
23.1 Consents of Arthur Andersen & Co. *
23.2 Consent of KPMG Peat Marwick. *
23.3 Consent of Deloitte & Touche. *
23.4 Consent of Ernst & Young. *
23.5 Consent of Whitman Breed Abbott & Morgan
(included in the opinion set forth as
Exhibit 5 to this Registration Statement). *
24 Powers of Attorney of certain directors
and officers of the Company (included on page
II-7 of this Registration Statement as filed
with the Securities and Exchange Commission on
March 15, 1994). *
25 Statement of Eligibility and Qualification of
First Trust National Association, as Trustee,
on Form T-1.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
FIRST TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
<TABLE>
<S> <C>
United States 41-0257700
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
<TABLE>
<S> <C>
First Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
HANOVER DIRECT, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-0853260
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
<TABLE>
<S> <C>
1500 Harbor Boulevard
Weehawken, New Jersey 07087
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
9.25% SENIOR SUBORDINATED NOTES, SERIES A, DUE AUGUST 1, 1988
(Title of the Indenture Securities)
<PAGE> 2
GENERAL
1. General Information Furnish the following information
as to the Trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor
or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's knowledge
the obligor is not in default under any Indenture for which the Trustee acts as
Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part
of this statement of eligibility and qualification. Each
of the exhibits listed below is incorporated by reference
from a previous registration
1. Copy of Articles of Association.
2. Copy of Certificate of Authority to Commence
Business.
3. Authorization of the Trustee to exercise corporate
trust powers (included in Exhibits 1 and 2; no
separate instrument).
4. Copy of existing By-Laws.
5. Copy of each Indenture referred to in Item 4. N/A.
6. The consents of the Trustee required by Section
321(b) of the act.
7. Copy of the latest report of condition of the
Trustee published pursuant to law or the
requirements of its supervising or examining
authority.
<PAGE> 3
NOTE
The answers to this statement insofar as such answers
relate to what persons have been underwriters for any securities
of the obligor within three years prior to the date of filing
this statement, or what persons are owners of 10% or more of the
voting securities of the obligor, or affiliates, are based upon
information furnished to the Trustee by the obligor. While the
Trustee has no reason to doubt the accuracy of any such
information, it cannot accept any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the Trustee, First Trust National Association, an
Association organized and existing under the laws of the United
States, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of Saint Paul and State of
Minnesota on the 15th day of March, 1994.
FIRST TRUST NATIONAL ASSOCIATION
[SEAL]
/s/ Scott Strodthoff
------------------------------
Scott Strodthoff
Assistant Vice President
/s/ David H. Bluhm
-------------------
David H. Bluhm
Assistant Secretary
<PAGE> 4
EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture
Act of 1939, the undersigned, FIRST TRUST NATIONAL ASSOCIATION
hereby consents that reports of examination of the undersigned
by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: March 15, 1994
FIRST TRUST NATIONAL ASSOCIATION
/s/ Scott Strodthoff
-----------------------------
Scott Strodthoff
Assistant Vice President
