<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
HANOVER DIRECT, INC.
(Name of Issuer)
Common Stock, $0.66-2/3 par value
(Title of Class of Securities)
440506 10 3
(CUSIP Number)
Theodore H. Kruttschnitt, III
One Bay Plaza, Suite 850
1350 Bayshore Highway
Burlingame, CA 94010
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 1994
(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 12 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore H. Kruttschnitt, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/
OF A GROUP (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER 7 SOLE VOTING POWER 5,320,887*
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY
EACH 9 SOLE DISPOSITIVE POWER 5,320,887*
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 5,320,887*
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.42%
14 TYPE OF REPORTING PERSON IN
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* See Item 5 hereof.
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. David Hakman
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/
OF A GROUP (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER 7 SOLE VOTING POWER 28,434*
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY
EACH 9 SOLE DISPOSITIVE POWER 28,434*
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 28,434*
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .03%
14 TYPE OF REPORTING PERSON IN
- --------------------------
* See Item 5 hereof.
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edmund R. Manwell
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) /x/
OF A GROUP (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER 7 SOLE VOTING POWER 33,628*
OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY
EACH 9 SOLE DISPOSITIVE POWER 33,628*
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 33,628*
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04%
14 TYPE OF REPORTING PERSON IN
- --------------------------
* See Item 5 hereof.
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Item 1. Security and Issuer.
This Amendment No. 10 to Statement on Schedule 13D relates to shares of
Common Stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover
Direct, Inc., a Delaware corporation and the successor in interest to The Horn
& Hardart Company (the "Company"), whose principal executive offices are
located at 1500 Harbor Boulevard, Weehawken, New Jersey 07087.
Item 2. Identity and Background.
(a)-(c) Mr. Theodore H. Kruttschnitt, III's principal occupation is
investing and his business address is One Bay Plaza, 1350 Bayshore Highway,
Suite 850, Burlingame, California 94010.
Mr. J. David Hakman's principal occupation is serving as Chief
Executive Officer of Hakman Capital Corporation, an investment banking firm
located at 1350 Bayshore Highway, One Bay Plaza, Suite 333, Burlingame,
California 94010.
Mr. Edmund R. Manwell's principal occupation is serving as Senior
Partner of the law firm of Manwell & Milton, 101 California Street, Suite 3750,
San Francisco, California 94111.
(d)-(f) During the last five years, none of Messrs. Kruttschnitt,
Hakman or Manwell has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such individual 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. Messrs. Kruttschnitt, Hakman and Manwell
are all United States citizens.
Item 3. Source and Amount of Funds or other Consideration.
Not Applicable.
Item 4. Purpose of the Transaction.
On March 30, 1994, in connection with the Understandings Letter, Mr.
Kruttschnitt decided not to sell any of his shares of Common Stock in the
Offering. Thus, the Resignation Agreement is void and of no further effect
and the Letter Agreement remains in full force and effect.
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Pursuant to a letter agreement, dated March 8, 1994 (the "Hakman
Lock-Up Letter"), by and between Mr. Hakman and the Underwriters, Mr. Hakman
agreed that from March 8, 1994 until September 27, 1994 (180 days after the
Registration Statement becomes effective), he will not, without the prior
written consent of Merrill Lynch, 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.
The foregoing description of the Hakman Lock-Up Letter is a summary of
certain of its terms and reference is made to a copy of such letter which are
attached hereto as Exhibit 1, and incorporated herein by reference for all of
its terms and conditions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Kruttschnitt is the beneficial owner of 5,320,887 shares of
Common Stock of the Company as determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, as amended ("Rule 13d-3"), 15,000 of which are
options to purchase shares of Common Stock exercisable within 60 days. The
5,320,887 shares of Common Stock represent, in accordance with Rule 13d-3,
approximately 6.42% of the 82,933,177 shares of Common Stock outstanding as of
January 1, 1994.
Mr. Hakman is the beneficial owner of 28,434 shares of Common Stock of
the Company, as determined in accordance with Rule 13d-3, 15,000 of which are
options to purchase shares of Common Stock exercisable within 60 days. The
28,434 shares of Common Stock represent, in accordance with Rule 13d-3,
approximately .03% of the 82,933,177 shares of Common Stock outstanding as of
January 1, 1994.
Mr. Manwell is the beneficial owner of 33,628 shares of Common Stock of
the Company, as determined in accordance with Rule 13d-3, 20,000 of which are
options to purchase shares of Common Stock exercisable within 60 days. The
33,628 shares of Common Stock represent, in accordance with Rule 13d-3,
approximately .04% of the 82,933,177 shares of Common Stock outstanding as of
January 1, 1994.
Messrs. Kruttschnitt, Hakman and Manwell as a group are the beneficial
owners of 5,382,949 shares of Common Stock of the Company, as determined in
accordance with Rule 13d-3. The 5,382,949 shares of Common Stock represent, in
accordance with Rule 13d-3, approximately 6.49% of the 82,933,177 shares of
Common Stock outstanding as of January 1, 1994.
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(b) Mr. Kruttschnitt has the sole power to vote and dispose of all his
5,320,887 shares of Common Stock except for 15,000, which represent options to
purchase shares of Common Stock exercisable within 60 days.
Mr. Hakman has the sole power to vote and dispose of all his 28,434
shares of Common Stock except for 15,000, which represent options to purchase
shares of Common Stock exercisable within 60 days.
Mr. Manwell has the sole power to vote and dispose of all his 33,628
shares of Common Stock except for 20,000, which represent options to purchase
shares of Common Stock exercisable within 60 days.
(c) and (d) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reference is hereby made to Item 4 hereof for a description of certain
contracts, arrangements, understandings and relationships relating to the
securities of the Company. Except as described therein, none of the Reporting
Persons has any contract, arrangement, understanding or relations with one or
more security holders of the Company or others, with respect to the purchase,
holding, voting or disposition of shares of Common Stock or other securities of
the Company which are convertible or exercisable into such shares. Each of
such persons reserves the right to enter into any such contract, arrangement,
understanding or relations in the future.
Item 7. Material to be Filed as Exhibits. Page
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Exhibit 1: Hakman Lock-Up Letter
by and among Mr. Hakman and the Underwriters. 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 15, 1994
/s/ Theodore H. Kruttschnitt, III
-----------------------------------
Theodore H. Kruttschnitt, III
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 15, 1994
/s/ Edmund R. Manwell
-----------------------------------
Edmund R. Manwell
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 15, 1994
/s/ J. David Hakman
-----------------------------------
J. David Hakman
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EXHIBIT INDEX
Exhibit 1: Hakman Lock-Up Letter by and among Mr. Hakman and the
Underwriters.
<PAGE> 1
Exhibit 1
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 $.66 2/3 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.
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This letter may be relied upon by the Company and the Underwriters.
Very truly yours,
/s/ J. David Hakman
---------------------------
Name: J. David Hakman
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/ Jerry H. Marcus
------------------------------
Name: Jerry H. Marcus
Title: Director
On behalf of themselves and each of the
Underwriters
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