<PAGE> 1
As filed with the Securities and Exchange Commission on March 15, 1994
Registration No. 33-52353
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2
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)
</TABLE>
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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)
--------------------
Copies to:
<TABLE>
<S> <C>
Monte E. Wetzler, Esq. Valerie Ford Jacob, Esq.
Whitman Breed Abbott & Morgan Fried, Frank, Harris, Shriver & Jacobson
200 Park Avenue One New York Plaza
New York, New York 10166 New York, New York 10004
(212) 351-3000 (212) 820-8000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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. [ ]
---------------
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 8
<PAGE> 2
Explanatory Note
Filed herewith are two pages from the financial statements of Hanover
Direct, Inc. (the "Company") and Subsidiaries which are included in the
preliminary prospectus dated March 11, 1994 of the Company and replace the same
numbered pages included in Amendment No. 1 to Registration Statement on Form
S-3 (Registration No. 33-52353) filed by the Company with the Securities and
Exchange Commission on March 11, 1994.
<PAGE> 3
HANOVER DIRECT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets as of December 26, 1992 and
January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Income (Loss) for the Years Ended
December 28, 1991, December 26, 1992 and January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Shareholders' (Deficit) Equity for the
Years Ended December 28, 1991, December 26, 1992 and January 1, 1994 . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the Years Ended
December 28, 1991, December 26, 1992 and January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements for the Years Ended
December 28, 1991, December 26, 1992 and January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-8
</TABLE>
F-1
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Hanover Direct, Inc.:
We have audited the accompanying consolidated balance sheets of Hanover
Direct, Inc. (a Delaware corporation) (successor to The Horn & Hardart Company,
see Note 1 to the Consolidated Financial Statements) and subsidiaries as of
December 26, 1992 and January 1, 1994, and the related consolidated statements
of income (loss), shareholders' (deficit) equity and cash flows for each of the
three fiscal years in the period ended January 1, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hanover Direct, Inc. and
subsidiaries as of December 26, 1992 and January 1, 1994, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended January 1, 1994 in conformity with generally accepted accounting
principles.
As discussed in Notes 1 and 10 to the Consolidated Financial Statements,
effective December 29, 1991 the Company changed its method of accounting for
income taxes.
ARTHUR ANDERSEN & CO.
New York, New York
February 28, 1994
F-2
<PAGE> 5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
1 Purchase Agreement*
5 Opinion of Whitman Breed Abbott & Morgan as to the legality of the securities being
registered.**
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 of the Company (included on Page II-6 of the
Registration Statement on Form S-3 filed on February 18, 1994).
</TABLE>
- -------------
* To be filed by amendment.
** Previously filed.
(b) Financial Statement Schedules:
<TABLE>
<CAPTION>
SCHEDULE PAGE
NUMBER DESCRIPTION OF SCHEDULE NUMBER
-------- ----------------------- ------
<S> <C> <C>
Schedule II Amounts Receivable from Related Parties and Underwriters,
Promoters and Employees other than Related Parties for the
Years Ended December 28, 1991, December 26, 1992 and January
1, 1994. S-1
Schedule VIII Valuation and Qualifying Accounts for the Years Ended
December 28, 1991, December 26, 1992 and January 1, 1994.
S-2
</TABLE>
Schedules other than those listed above are omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.
II-1
<PAGE> 6
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. 2 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 14th day of March, 1994.
HANOVER DIRECT, INC.
By: /s/ JACK E. ROSENFELD
--------------------------------------
Jack E. Rosenfeld,
President and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, as
amended, this Amendment No. 2 to Registration Statement has been signed below
by the following persons, in the capacities indicated on March 14, 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 Officer
- --------------------------------------- (principal financial officer)
Wayne P. Garten
/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
/s/ Jeffrey Laikind* Director
- ---------------------------------------
Jeffrey Laikind
/s/ Elizabeth Valk Long* Director
- ---------------------------------------
Elizabeth Valk Long
</TABLE>
II-2
<PAGE> 7
<TABLE>
<S> <C>
/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. 2 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> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
1 Purchase Agreement*
5 Opinion of Whitman Breed Abbott & Morgan as to the legality of the securities being
registered.**
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 of the Company (included on Page II-6 of the
Registration Statement on Form S-3 filed on February 18, 1994).
</TABLE>
- -------------
* To be filed by amendment.
** Previously filed.
