<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d)
of the Securities and Exchange Act of 1934
For the fiscal years ended December 31, 1992, 1993 and 1994
A. Full Title of the plan and the address of the plan, if different from
that of the issuer named below:
HANOVER DIRECT, INC. SAVINGS & RETIREMENT PLAN
c/o HANOVER DIRECT, INC.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
HANOVER DIRECT, INC.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Hanover Direct, Inc. Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of Hanover Direct, Inc. Savings and Retirement Plan (formerly The Horn
& Hardart Company Savings Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for benefits for the
three years ended December 31, 1994. These financial statements and the
schedules referred to below are the responsibility of the Administrative
Committee. Our responsibility is to express an opinion on these financial
statements and schedules 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 the Administrative Committee, 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 net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the three years ended December 31, 1994 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules attached to
the financial statements are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
New York, New York ARTHUR ANDERSEN LLP
June 23, 1995
2
<PAGE> 3
HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1994
<TABLE>
<CAPTION>
December 31, 1993
-----------------------------------------------
Fixed Conservative Capital Conservative
Income Bond Growth Equity
Fund Fund Fund Fund
-----------------------------------------------
Assets:
<S> <C> <C> <C> <C>
Fund Receivable (Payable) $48,794 $3,307 $5,368 $5,924
Interfund Receivable (Payable) 38,352
Plan Participant Loan Receivable 208,526
Unallocated Contributions 38,168 6,210 14,055 10,488
Investment in Group Annuity Contract 11,641
Investment in GIC Fund - PW Trust 2,775,053
Investment in Bond Fund - PW Trust 493,213
Investment in Growth Fund - PW Trust 948,678
Investment in Equity Fund - PW Trust 982,663
Investment in Balanced Value Fund - PW Trust
Investment in Hanover Direct, Inc.
Common Stock (at market) - Chemical Bank
Investment in Hanover Direct, Inc.
Common Stock (at market) - PW Trust
-------------------------------------------------
Total Assets 3,120,534 502,730 968,101 999,075
Liabilities and Fund Balance:
Contributions Payable:
Hanover Direct, Inc. & Subsidiaries
Due to HDI Union Fund 5,045 322 1,400 910
Accrued Cash Withdrawals --------------------------------------------------
Net Assets Available for Benefits $3,115,489 $502,408 $966,701 $998,165
==================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
-------------------------------------
Balanced Hanover
Value Direct, Inc.
Fund StockFund Combined
-------------------------------------
Assets:
<S> <C> <C> <C>
Fund Receivable (Payable) $6,849 ($1,748) $68,494
Interfund Receivable (Payable) (38,352) 0
Plan Participant Loan Receivable 208,526
Unallocated Contributions 15,455 5,902 90,278
Investment in Group Annuity Contract 11,641
Investment in GIC Fund - PW Trust 2,775,053
Investment in Bond Fund - PW Trust 493,213
Investment in Growth Fund - PW Trust 948,678
Investment in Equity Fund - PW Trust 982,663
Investment in Balanced Value Fund - PW Trust 1,267,462 1,267,462
Investment in Hanover Direct, Inc.
Common Stock (at market) - Chemical Bank 76,575 76,575
Investment in Hanover Direct, Inc.
Common Stock (at market) - PW Trust 1,326,882 1,326,882
--------------------------------------
Total Assets 1,289,766 1,369,259 8,249,465
Liabilities and Fund Balance:
Contributions Payable:
Hanover Direct, Inc. & Subsidiaries 0
Due to HDI Union Fund 1,248 685 9,610
Accrued Cash Withdrawals ---------------------------------------
Net Assets Available for Benefits $1,288,518 $1,368,574 $8,239,855
=======================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
------------------------------------------------------
Fixed Conservative Capital Conservative
Income Bond Growth Equity
Fund Fund Fund Fund
------------------------------------------------------
Assets:
<S> <C> <C> <C> <C>
Fund Receivable (Payable) $328,925 $31,279 $65,054 $56,356
Interfund Receivable (Payable)
Plan Participant Loan Receivable 427,989
Unallocated Contributions 41,358 7,782 16,339 13,083
Investment in Group Annuity Contract 0
Investment in GIC Fund - PW Trust 3,834,203
Investment in Bond Fund - PW Trust 582,898
Investment in Growth Fund - PW Trust 1,404,022
Investment in Equity Fund - PW Trust 1,289,586
Investment in Balanced Value Fund - PW Trust
Investment in Hanover Direct, Inc.
Common Stock (at market) - Chemical Bank
Investment in Hanover Direct, Inc.
Common Stock (at market) - PW Trust
---------------------------------------------------------
Total Assets 4,632,475 621,959 1,485,415 1,359,025
Liabilities and Fund Balance:
Contributions Payable:
Hanover Direct, Inc. & Subsidiaries 28,206 858 3,219 1,665
Due to HDI Union Fund
Accrued Cash Withdrawals ---------------------------------------------------------
Net Assets Available for Benefits $4,604,269 $621,101 $1,482,196 $1,357,360
=========================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
------------------------------------------
Balanced Hanover
Value Direct, Inc.
Fund StockFund Combined
------------------------------------------
Assets:
<S> <C> <C> <C>
Fund Receivable (Payable) $55,276 $9,559 $546,449
Interfund Receivable (Payable) 0
Plan Participant Loan Receivable 427,989
Unallocated Contributions 19,239 6,093 103,894
Investment in Group Annuity Contract 0
Investment in GIC Fund - PW Trust 3,834,203
Investment in Bond Fund - PW Trust 582,898
Investment in Growth Fund - PW Trust 1,404,022
Investment in Equity Fund - PW Trust 1,289,586
Investment in Balanced Value Fund - PW Trust 1,624,488 1,624,488
Investment in Hanover Direct, Inc.
Common Stock (at market) - Chemical Bank 44,538 44,538
Investment in Hanover Direct, Inc.
Common Stock (at market) - PW Trust 839,506 839,506
-----------------------------------------
Total Assets 1,699,003 899,696 10,697,573
Liabilities and Fund Balance:
Contributions Payable:
Hanover Direct, Inc. & Subsidiaries 3,828 2,305 40,081
Due to HDI Union Fund 0
Accrued Cash Withdrawals -----------------------------------------
Net Assets Available for Benefits $1,695,175 $897,391 $10,657,492
=========================================
</TABLE>
The accompanying Notes to the Financial Statements are an integral part of
these statements.
<PAGE> 4
HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE THREE YEARS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
December 31, 1992
----------------------------------------
Fixed Hanover
Income Direct, Inc.
Fund StockFund Combined
---------------------------------------
<S> <C> <C> <C>
Increases in Net Assets
Attributed to:
Interest Income $354,811 $0 $354,811
Plan Participant Loan Receivable 0
Contributions :
Participants 966,694 966,694
Hanover Direct, Inc. & Subsidiaries
(net of credited forfeitures of $45,223,
$0 and $36,579 in 1992, 1993 and
1994, respectively) 283,821 283,821
Interfund Transfers (90,627) 90,627 0
------------------------------------
1,159,888 90,627 1,250,515
------------------------------------
Total Additions 1,514,699 90,627 1,605,326
Decreases in Net Assets
Attributed to:
Disbursements, Withdrawals,
Terminations and Administrative Costs 657,195 657,195
Unallocated Forfeitures 95,292 95,292
Net Change in Depreciation
(Appreciation) on Fund Investments (2,407) (2,407)
----------------------------------
Total Deductions (Additions) 752,487 (2,407) 750,080
----------------------------------
Net Increase (Decrease) 762,212 93,034 855,246
Net Assets Available for Benefits:
Begining of Year 4,531,232 65,852 4,597,084
------------------------------------
End of Year $5,293,444 $158,886 $5,452,330
====================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
------------------------------------------------------------------------------------------
Fixed Conservative Capital Conservative Balanced Hanover
Income Bond Growth Equity Value Direct, Inc.
Fund Fund Fund Fund Fund StockFund Combined
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Increases in Net Assets
Attributed to:
Interest Income $73,172 $139 $275 $275 $313 $101 $74,275
Plan Participant Loan Receivable 208,526 208,526
Contributions :
Participants 2,057,907 2,057,907
Hanover Direct, Inc. &
Subsidiaries
(net of credited forfeitures
of $45,223, $0 and $36,579
in 1992, 1993 and
1994, respectively) 428,289 428,289
Interfund Transfers (3,767,622) 493,687 934,526 968,591 1,246,768 124,050 0
------------------------------------------------------------------------------------------
(1,281,426) 493,687 934,526 968,591 1,246,768 124,050 2,486,196
------------------------------------------------------------------------------------------
Total Additions (999,728) 493,826 934,801 968,866 1,247,081 124,151 2,768,997
Decreases in Net Assets
Attributed to:
Disbursements, Withdrawals,
Terminations and
Administrative Cost 1,200,843 4,126 9,389 9,273 12,488 3,083 1,239,202
Unallocated Forfeitures 24,135 384 759 555 777 9,969 36,579
Net Change in Depreciation
(Appreciation) on Fund Investments (46,751) (13,092) (42,048) (39,127) (54,702) (1,098,589) (1,294,309)
------------------------------------------------------------------------------------------
Total Deductions (Additions) 1,178,227 (8,582) (31,900) (29,299) (41,437) (1,085,537) (18,528)
------------------------------------------------------------------------------------------
Net Increase (Decrease) (2,177,955) 502,408 966,701 998,165 1,288,518 1,209,688 2,787,525
Net Assets Available for Benefits:
Begining of Year 5,293,444 158,886 5,452,330
------------------------------------------------------------------------------------------
End of Year $3,115,489 $502,408 $966,701 $998,165 $1,288,518 $1,368,574 $8,239,855
==========================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
---------------------------------------------------------------------------------------------
Fixed Conservative Capital Conservative Balanced Hanover
Income Bond Growth Equity Value Direct, Inc.
Fund Fund Fund Fund Fund StockFund Combined
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Increases in Net Assets
Attributed to:
Interest Income $8,258 $284 $678 $477 $688 $969 $11,354
Plan Participant Loan Receivable 219,463 219,463
Contributions :
Participants 3,238,420 3,238,420
Hanover Direct, Inc.
& Subsidiaries
(net of credited forfeitures of
$0 and $36,579 in 1992, 1993 an
1994, respectively) 610,792 610,792
Interfund Transfers (1,563,108) 131,005 548,567 358,551 425,262 99,723 0
---------------------------------------------------------------------------------------------
2,286,104 131,005 548,567 358,551 425,262 99,723 3,849,212
---------------------------------------------------------------------------------------------
Total Additions 2,513,825 131,289 549,245 359,028 425,950 100,692 4,080,029
Decreases in Net Assets
Attributed to:
Disbursements, Withdrawals,
Terminations and
Administrative Cost 1,208,284 4,230 13,572 12,886 17,032 833 1,256,837
Unallocated Forfeitures 17,142 1,211 3,828 1,665 3,219 2,305 29,370
Net Change in Depreciation
(Appreciation) on
Fund Investment (200,381) 7,155 16,350 (14,718) (958) 568,737 376,185
---------------------------------------------------------------------------------------------
Total Deductions (Additions) 1,025,045 12,596 33,750 (167) 19,293 571,875 1,662,392
---------------------------------------------------------------------------------------------
Net Increase (Decrease) 1,488,780 118,693 515,495 359,195 406,657 (471,183) 2,417,637
Net Assets Available for Benefits:
Begining of Year 3,115,489 502,408 966,701 998,165 1,288,518 1,368,574 8,239,855
---------------------------------------------------------------------------------------------
End of Year $4,604,269 $621,101 $1,482,196 $1,357,360 $1,695,175 $897,391 $10,657,492
=============================================================================================
</TABLE>
The accompanying Notes to the Financial Statements are an integral part of these
statements.
<PAGE> 5
HANOVER DIRECT, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1992, 1993 and 1994
NOTE 1. DESCRIPTION OF THE PLAN
The Hanover Direct, Inc. Savings and Retirement Plan (the "Plan"),
formerly The Horn & Hardart Company Savings Plan, commenced April 1, 1983.
Participation in the Plan is available to all eligible employees of Hanover
Direct, Inc. and its subsidiaries (the "Company") that have attained the age of
21, have credit for not less than one year of service (1000 hours), and have
applied for participation in the Plan.
Participants whose annual base salary is under $66,000 may make
pre-tax contributions of up to 10% of their total annual compensation ("Basic
Contribution"). The Company matches one-third of these pre-tax contributions
up to 6% of their total annual compensation ("Employer Contribution"). These
same participants may contribute up to 10% of their total annual compensation
on a voluntary basis ("Voluntary Contribution"). The Voluntary Contributions
are not tax-deferred and must, therefore, be considered an after-tax
contribution. Voluntary Contributions are not matched by the Company. The
participants have the right to elect that contributions (Basic, Employer, and
Voluntary Contributions) be allocated to any combination of six funds. The six
funds are Fixed Income ("GIC") Fund, Hanover Direct, Inc. Stock Fund, which
invests only in common stock of the Company, a party in interest, Conservative
Bond Fund, Capital Growth Fund, Conservative Equity Fund, and a Balanced Value
Fund.
A participant whose total annual compensation is in excess of $66,000,
or a highly compensated employee ("HCE"), is limited to pre-tax contributions
of 4-1/2% of their total annual compensation. The Company matches one-third of
these contributions. No Voluntary Contributions are permitted by an HCE.
There is a $9,240 maximum limitation on employee pre-tax contributions
for 1994 ($8,994 in 1993). In 1994 the HCE maximum compensation limit for
contributions was reduced to $150,000. The Plan elected to maintain a 4 - 1/2%
maximum contribution level on HCE's, limiting this group to a maximum
contribution of $6,750.
There were 868, 1,621 and 2,086 participants in the Plan at December
31, 1992, 1993 and 1994, respectively.
5
<PAGE> 6
A participant will become 100% vested in the account value of the
employer's contribution upon the earlier of: the completion of five calendar
years of vesting service, retirement or termination after reaching age 62,
death while an employee, or because of permanent disability. A participant
becomes 20% vested in the Company's matching contribution for each year of
service to the Company after a one year eligibility period. A participant may
elect to withdraw from his supplemental account an amount not to exceed his
vested account value. Forfeitures by reason of termination, withdrawal or
lapse of participation are used to reduce the Company's contribution for that
particular year. Forfeitures of $29,370 from the 1994 Plan year will be used
to reduce Company contributions to participants in 1995.
Beginning April 1, 1993, participants are allowed to take out loans of
up to 50% of their individual vested balance as of the most current Plan
valuation. The minimum loan is $500 while the maximum is $50,000. The loans
can be for a period between one to five years, in whole year increments,
bearing a fixed rate of interest of the Prime Rate plus one percent, determined
at the time of loan issuance. Each participant can have only one loan
outstanding at any one time and the loan can be repaid before the end of the
original term.
The Plan participant loan receivable amounted to $427,989 and $208,526
at December 31, 1994 and 1993, respectively with interest rates ranging from
7.0% to 9.5% at the end of 1994.
Administrative costs of the Plan are borne by the Plan and were
$63,712 and $34,762 in 1994 and 1993, respectively. These costs are included
in disbursements, withdrawals, terminations and administrative costs.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Investments in the Company's common stock are stated at market value
as determined by reference to published market data. Purchases and sales of
securities are recorded on a trade date basis, and interest is recorded on the
accrual basis. Investments in the GIC Fund are stated at contract value which
represents cost plus a guaranteed return. Investments in the Conservative Bond
Fund, Balanced Value Fund, Conservative Equity Fund, and Capital Growth Fund
are stated at initial unit value plus income earned and accrued as of the
valuation date, the last bank business day of the month.
The accompanying financial statements have been prepared on the
accrual basis of accounting. Certain prior year amounts have been reclassified
to conform to the current year presentation.
NOTE 3. INVESTMENTS
A Group Annuity Contract (the "Contract") with New York Life Insurance
Company ("New York Life") was approved January 1, 1991. The Contract provided
for a
6
<PAGE> 7
guaranteed 8.15% rate of return for 1991 through 1993 on contributions made in
1991. Contributions made since the beginning of 1993 were invested in the five
Paine Webber funds plus Company stock.
In December 1992, the Company appointed Pain Webber Trust Company
("PWTC") as the new Investment Advisor/Custodian of the Plan funds. Five new
funds plus Company stock were made available to all plan participants as
investment options effective April 1, 1993. Maturing funds that were held at
New York Life were rolled over to the GIC Fund at PWTC on December 31, 1992.
The Fixed Income Fund, $1.6 million, remained in the New York Life Contract
earning a rate of 8.15% per annum, until its maturity on December 31, 1993,
when it was transferred to the PWTC GIC Fund.
Contributions to the Conservative Bond Fund are invested in investment
grade bonds and other fixed income securities. The fund may maintain a cash
equivalent position not exceeding 25% of the Fund's total value. Balanced
Value Fund contributions are invested in equity and fixed income securities.
Contributions to the Conservative Equity Fund are invested in equity securities
of conservative companies with medium to large market capitalizations.
Contributions to the Capital Growth Fund are invested in the equity of
companies. Contributions to the Hanover Direct, Inc. Stock Fund are invested
in the common stock of the Company, a party in interest. As of December 31,
1993 and December 31, 1994, the stock fund held 227,387 and 242,669 shares
respectively, at corresponding market values of $1,403,356 and $884,044. The
stock price at June 19, 1995, was $2.813 per share. All contributions and
distributions are made to/from the Fixed Income Fund. All of the above
mentioned investments exceed 5% of the Plan's net assets available for benefits
as of December 31, 1994 and December 31, 1993.
NOTE 4. UNALLOCATED CONTRIBUTIONS
The unallocated contributions consist of employee and employer
contributions that as of December 31, 1993 and December 31, 1994 have not been
allocated to the proper participant elected funds. These amounts were invested
in a money market fund earning interest until the allocations were made in the
first quarter of 1994 and 1995, respectively.
NOTE 5. FUND RECEIVABLE
The fund receivable consists of unallocated employee and employer
contributions owed to the fund for 1993 and 1994. These amounts were received
by the fund in 1994 and 1995, respectively, and then subsequently allocated
among the proper funds.
7
<PAGE> 8
NOTE 6. CONTRIBUTION PAYABLE
The contribution payable for December 31, 1993 consists of The Company
Store Union Savings and Retirement Plan contributions and earnings deposited in
the Plan. The Company acquired Company Store Holdings, Inc. during the 1993
fiscal year. A portion of their employees are covered by a collective
bargaining agreement which would prohibit these individuals from participating
in the Plan. Contributions by the above-mentioned employees were originally
made to the Plan until their prohibition was determined. A separate plan was
established and substantially all of the contributions were transferred to the
new plan. The remaining contributions and related earnings were transferred to
the new plan in 1994. The December 31, 1994 contribution payable consists of
unvested Employer Contributions forfeited by terminated Plan participants and
excess Employer Contributions made by Hanover Direct, Inc. The forfeited
amounts and the excess contribution will be used to reduce the Company's
contributions to participants in 1995.
Some participants requesting loan withdrawals at the end of the 1994
plan year were not paid until 1995. These withdrawals amounted to $2,000.
NOTE 7. NET DEPRECIATION (APPRECIATION) ON FUND INVESTMENTS
The net depreciation (appreciation) on fund investments at December
31, 1994 consists of unrealized depreciation of approximately $578,000 and an
aggregate realized gain of approximately $202,000. The Plan sold investments
with an approximate aggregate cost of $965,000. This sale resulted in
aggregate proceeds of approximately $1,167,000. The cost of the investments
sold is determined using an average cost basis.
NOTE 8. PLAN TERMINATION
The Plan may be terminated at any time at the Company's sole
discretion. Upon termination, contributions by the Company and participants
cease and all Company contributions which had been credited to each
participants' account would fully vest immediately.
NOTE 9. TAX STATUS
The Plan has received a favorable determination letter from the
Internal Revenue Service stating that the Plan, as of October 6, 1994 is
qualified under Section 401(k) of the Internal Revenue Code and, accordingly,
is exempt from federal income taxes. The Plan was amended and restated during
the year ended December 31, 1989 to reflect the impact of the Tax Reform Act of
1986 and the Technical and Miscellaneous Revenue Act of 1988. In management's
opinion, based on the advice of counsel, the Plan continues to be a qualified
plan as defined by the Internal Revenue Code.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Administrative Committee have duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
HANOVER DIRECT, INC. SAVINGS &
RETIREMENT PLAN
Date: June 29, 1995 s/Wayne P. Garten
-----------------
Wayne P. Garten
s/Michael P. Sherman
--------------------
Michael P. Sherman
s/Edward J. O'Brien
-------------------
Edward J. O'Brien
9
<PAGE> 10
HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN
FORM 5500 - ITEM 27A
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Description Cost Current Value
- --------------------------------------------------------------------------
<S> <C> <C>
Investment in Guaranteed Income
Contract Portfolio - Paine Webber $3,601,283 $3,834,203
Investment in Conservative Bond
Portfolio - Paine Webber Trust 577,961 582,898
Investment in Capital Growth
Portfolio - Paine Webber Trust 1,378,293 1,404,022
Investment in Conservative Equity
Portfolio - Paine Webber Trust 1,236,587 1,289,586
Investment in Balanced Value
Portfolio - Paine Webber Trust 1,577,275 1,624,488
Investment in Hanover Direct, Inc.
Common Stock (1) 777,425 884,044
Plan Participant Loan Receivable (2) $427,989 427,989
--------------------------
Total assets held for investment purposes $9,576,813 $10,047,230
==========================
</TABLE>
(1) Represents party in interest.
(2) Terms of these loans generally range from 1 to 5 years and bear interest
ranging from 7.0% to 9.5%.
<PAGE> 11
HANOVER DIRECT, INC. SAVINGS AND RETIREMENT PLAN
FORM 5500 - ITEM 27D
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Series of Transactions
Expense
Identity Purchase Selling Lease Incurred With
Party Involved Description Price(1) Price(1) Rental Transaction
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio $15.86 ---- ----
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio $16.26 ---- ----
Paine Webber Trust Investment in Capital Growth
Portfolio $11.35 ---- ----
Paine Webber Trust Investment in Balanced Value
Portfolio $18.22 ---- ----
</TABLE>
<TABLE>
<CAPTION>
Identity Current
Party Involved Description Cost Value Net Gain
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio $3,096,841 $3,096,841 ----
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio $415,192 $434,420 $19,228
Paine Webber Trust Investment in Capital Growth
Portfolio $601,468 $601,468 ----
Paine Webber Trust Investment in Balanced Value
Portfolio $540,823 $540,823 ----
</TABLE>
Individual Transactions
<TABLE>
<CAPTION>
Expense
Identity Purchase Selling Lease Incurred With
Party Involved Description Price(1) Price(1) Rental Transaction
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio $15.65 ---- ----
(1)Average price
</TABLE>
<TABLE>
<CAPTION>
Identity Current
Party Involved Description Cost Value Net Gain
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paine Webber Trust Investment in Guaranteed Income
Contract Portfolio 1,821,265 1,821,265 ----
(1)Average price
</TABLE>
<PAGE> 12
EXHIBIT INDEX
-------------
Exhibit 23.1 Consent of Independent Public Accountants
<PAGE> 1
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K, into Hanover Direct, Inc.'s (successor
to the Horn & Hardart Company) previously filed Registration Statement File No.
2-94286.
New York, New York ARTHUR ANDERSEN LLP
June 23, 1995
