<PAGE> 1
As filed with the Securities and Exchange Commission on December 27, 1996
Registration No. 333-13817
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 Weehawken, New Jersey 07087 (Employer Identification
of incorporation or organization) (201) 863-7300 Number)
</TABLE>
(Address, including zip code, and telephone number,
including area code, or registrant's principal executive offices)
Rakesh K. Kaul
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.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10136
(212) 944-1515
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/
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Amount to be Offering Price Offering Registration
Title of Each Class of Securities to be Registered Registered Per Share (1) Price(1) Fee
================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.66-2/3 per share 952,352 $.75 $714,264 $246.30 (2)
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
(2) Of this amount, $146 was paid with the Registration Statement filed with
the Securities and Exchange Commission on October 8, 1996.
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 II-2
<PAGE> 2
PROSPECTUS
952,352 SHARES
HANOVER DIRECT, INC.
COMMON STOCK
----------------------
This Prospectus relates to the public offering from time to time of up to
952,352 shares (the "Shares") of common stock, par value $.66-2/3 per share (the
"Common Stock"), of Hanover Direct, Inc., a Delaware corporation (the
"Company"), by F.L. Holdings, Inc., Roland A.E. Franklin, Jonathan Franklin,
Martin E. Franklin, Floyd Hall, Frederick Field, Homer G. Williams, Frank
Martucci, Norm Thompson Outfitters, Inc. and Capital Consultants, Inc.
(collectively the "Selling Shareholders"). The Shares will be acquired by the
Selling Shareholders upon conversion of an aggregate of 634,900 shares of Series
B Convertible Additional Preferred Stock, par value $.01 and stated value $10.00
per share, of the Company (the "Series B Preferred") issued by the Company to
the Selling Shareholders in February 1995 in connection with the acquisition by
the Company of the remaining 80% of the outstanding shares of the common stock
that the Company did not already own of Aegis Safety Holdings, Inc. The Company
will not receive any proceeds from the sales of the Shares by the Selling
Shareholders. The Company is paying the expenses for the registration of the
Shares.
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Shares, but it is anticipated that the Shares
may be sold from time to time in transactions (which may include block
transactions) on the American Stock Exchange at the market prices then
prevailing. Sales of the Shares may also be made through negotiated transactions
or otherwise. The Selling Shareholders and the brokers and dealers through which
the sales of the Shares may be made may be deemed to be "underwriters" within
the meaning set forth in the Securities Act of 1933, as amended (the "Securities
Act"), and their commissions and discounts and other compensation may be
regarded as underwriters' compensation. The period of distribution of the Shares
may occur over an extended period of time, but which will not in any event be
longer than nine months from the effective date of this Prospectus. The Selling
Shareholders will pay agency or brokerage commissions incurred in the sale of
the Shares. See "PLAN OF DISTRIBUTION."
REFERENCE IS MADE TO "RISK FACTORS" BEGINNING ON PAGE 6 WHICH CONTAINS
MATERIAL INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE SECURITIES
BEING OFFERED HEREBY.
The Common Stock is traded on the American Stock Exchange (the "AMEX")
under the symbol HNV. The closing price of the Common Stock on the AMEX on
December 24, 1996 was $.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is December , 1996.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.
----------------------
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with any amendments
thereto, the "Registration Statement") under the Securities Act with respect to
the Shares. This Prospectus does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission and certain items of which may
be contained in schedules and exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission and to which reference
is hereby made for further information with respect to the Company and the
Common Stock. Items of information omitted from this Prospectus but contained in
the Registration Statement may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission:
7 World Trade Center, New York, New York 10048, and Citicorp Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants, such as the Company, that file
electronically with the Commission. The address of the Web site is
http://www.sec.gov.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission referred to above. In addition, copies of such reports, proxy
statements and other information concerning the Company may also be inspected
and copied at the offices of the American Stock Exchange at 86 Trinity Place,
New York, New York 10006 on which exchange the Common Stock is listed and
traded.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (a) the Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 as amended by Amendments No. 1, 2 and 3
thereto filed April 30, 1996, May 1, 1996 and July 18, 1996, respectively; (b)
the Quarterly Report on Form 10-Q for the quarterly period ended March 30, 1996
as amended by Amendment No. 1 thereto filed July 17, 1996; (c) the Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1996; (d) the
Quarterly Report on Form 10-Q for the quarterly period ended September 28, 1996;
(e) Amendments No. 1 and 2 dated April 16, 1996 and July 12, 1996, respectively,
to the Current Report on Form 8-K dated May 25, 1995; (f) the Current Report on
Form 8-K dated July 25, 1996; (g) the Current Report on Form 8-K dated August 5,
1996; and (h) the Registration Statement on Form 8-B (Registration No. 1-12082)
filed with the Commission on June 14, 1993.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Shares shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the respective date of filing of each such
document. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or suspended shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents incorporated by reference herein, other than certain exhibits to
such documents. Requests for such documents should be directed to Vice President
- - Investor Relations and Corporate Communications, Hanover Direct, Inc. at 1500
-2-
<PAGE> 4
Harbor Boulevard, Weehawken, New Jersey 07087 or telephone number (201)
863-7300.
THE COMPANY
The Company is a leading direct specialty retailer that publishes a
portfolio of branded catalogs offering home fashions, general merchandise and
apparel. The Company's catalogs include Domestications(R), a leading specialty
home textile catalog, and The Company Store(R), an upscale direct marketer of
down comforters and other down and related products for the home. The Company
also publishes Gump's(R), a leading upscale catalog of exclusive gifts from the
well-known San Francisco retailer acquired by the Company in 1993. The Company
also publishes catalogs in the kitchenware segment with Colonial Garden
Kitchens(R), a specialty catalog featuring worksaving and lifestyle enhancing
items for the kitchen and home, and Kitchen & Home(R), an upscale kitchen and
home product catalog. The Company's apparel portfolio includes Tweeds(R), the
European inspired women's fashion catalog, International Male(R), offering
unique men's fashions with an international flair, Silhouettes(R), a women's
fashion catalog featuring every day, workout, special occasion and career
fashions for larger sized women, and Undergear(R), a leader in activewear,
workout wear and fashion underwear for men. In 1995, the Company discontinued
six catalogs, One 212(R), Simply Tops(R), Essence By Mail(R), Hanover House(R),
Mature Wisdom(R) and Tapestry(R). The Company did not discontinue any catalogs
during 1994 or 1993. The Company has no current plans to dispose of any further
catalogs during the 1996 fiscal year but reviews its portfolio of catalogs as
well as new opportunities to acquire or develop catalogs from time to time.
In 1994, Hanover expanded its catalog offerings by entering into a
licensing agreement (the "Sears Agreement") with Sears, Roebuck and Co.
("Sears") in which Hanover mails several versions of its catalogs to the more
than 20 million mail order and credit card customers of Sears. In 1995, Hanover
generated revenues of $81 million and operating income of $3 million from this
venture. The Sears Agreement has an initial three-year term with automatic
renewals thereafter unless commencing December 31, 1996 either party gives at
least 12 months prior written notice that the agreement will terminate at the
end of the initial term or any extended term. The Company is obligated to meet
various operational performance standards under the Sears Agreement. If the
Company is unable to meet these standards (after written notice and a 30-day
cure period), Sears would be entitled to terminate the Sears Agreement. The
Company is also entitled to terminate the Sears Agreement in certain
circumstances, including if Sears fails to comply with any material provision of
the Sears Agreement. Sears has exercised its right to terminate the venture
since the Company is currently not meeting certain of the operational standards,
namely the in stock position standard. The Company estimates that the
termination of the venture will not have a material impact on the Company's
earnings for 1997.
During 1995, Hanover mailed approximately 370 million catalogs, a 2%
reduction from the prior year, and had total revenues of approximately $750
million and a net operating loss of approximately $30 million. Hanover maintains
a proprietary customer list currently containing approximately 18 million names
of customers who have made purchases from at least one of Hanover's catalogs
within the past 36 months (down from 19 million in 1994). Over 7 million of the
names on the list represent customers who have made purchases from at least one
of Hanover's catalogs within the last 12 months.
In 1995, Hanover acquired Improvements(R), a leading do-it-yourself home
improvement catalog featuring home aid accessories, the remaining interest in
The Safety Zone(R), a direct marketer of safety, prevention and protection
products, and a controlling interest in Austad's(R), a direct marketer of golf
equipment and related apparel and accessories. In February 1996, the Company
acquired the remaining interest in Austad's(R) in an asset exchange.
NAR Group Limited, a private investment holding company ("NAR"), owns
approximately 55.6% of the Common Stock of Hanover on a fully-diluted basis.
NAR, a British Virgin Islands corporation, is a joint venture between the family
of Alan G. Quasha, a director and the chairman of the board of Hanover, and
Compagnie Financiere Richemont A.G., a Swiss public company engaged in luxury
goods, tobacco and other businesses ("Richemont").
Hanover is successor in interest to The Horn & Hardart Company, a
restaurant company founded in 1911, and Hanover House Industries, Inc., founded
in 1934. Hanover's name was changed in 1993 to reflect its business focus on
specialty catalog marketing. The Company is incorporated in Delaware with its
principal executive office at 1500 Harbor Boulevard, Weehawken, New Jersey
07087. The Company's telephone number is (201) 863-7300.
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<PAGE> 5
RECENT DEVELOPMENTS
CREDIT ARRANGEMENTS
In November 1995, the Company entered into a $75 million secured credit
facility (the "Credit Facility") with Congress Financial Corporation
("Congress") consisting of a three-year revolving line of credit of up to $65
million and two two-year term loans aggregating $10 million. The revolving
facility carries an interest rate of 1.25% above prime and the term loan carries
an interest rate of 1.5% above prime. At September 28, 1996, the Company had
approximately $47.9 million of outstanding borrowings under the revolving credit
facility (including documentary and standby letters of credit) and approximately
$9.3 million outstanding under the term loans. In April 1996, Congress provided
the Company with an additional $4 million over the borrowing base formula up to
the maximum $75 million limit of the Credit Facility until the closing of the
distribution of transferable subscription rights (the "Rights") to subscribe for
and purchase additional shares of Common Stock and the sale of shares of Common
Stock upon the exercise of the Rights or pursuant to the Standby Purchase
Agreement executed on and dated as of July 18, 1996 between the Company and NAR
(the "Standby Purchase Agreement"). This distribution and sale of Common Stock
is referred to herein as the "Rights Offering." Under the Credit Facility, the
Company is required to comply with certain restrictive debt covenants including
maintaining minimum net worth of $80 million and working capital of $26 million
as of December 30, 1995. In April 1996, these restrictive debt covenants were
revised to $75 million and $21 million, respectively, in an amendment to the
Credit Facility and, upon the closing of the Rights Offering, returned to their
previous levels. In December 1996, the minimum net worth covenant was lowered to
$70 million and Congress also agreed to address the 1997 net worth covenant
level after a review of the Company's business plan. Congress has also lowered
the advance rate for inventories and will further reduce it monthly until a new
appraisal is completed early in the first quarter of 1997.
In September 1996, Intercontinental Mining & Resources Incorporated, an
affiliate of NAR ("IMR"), loaned the Company $10 million as evidenced by a
subordinated promissory note in the amount of $10 million (the "NAR Promissory
Note"). Such loan bears interest at prime plus 1 1/2%, was due on November 14,
1996 and, if it is not repaid before May 15, 1997, is convertible at the option
of NAR into shares of Common Stock at the lower of the fair market value thereof
on the date of execution or the then current fair market value thereof. The NAR
Promissory Note is subordinate to the Credit Facility and excluded from the
working capital covenant calculation.
On December 19, 1996, the Company finalized its agreement (the
"Reimbursement Agreement") with Richemont Finance S.A. ("Richemont"), who along
with the family of Alan G. Quasha, Chairman of the Board of the Company, jointly
own NAR, that will provide the Company with up to approximately $28 million of
letters of credit through Swiss Bank Corporation, acting through its New York
Branch, to replace letters of credit which were issued under the Credit
Facility. The letters of credit will expire on February 19, 1998 and carry an
interest rate of 3.5% above the prime rate, currently 11.75%, payable to
Richemont quarterly on amounts drawn under the letters of credit. The Company
has agreed to pay a facility fee equal to 5% of the principle amount of the
letters of credit as well as all other fees incurred in connection with
providing the facility. In the event that the Company has not paid in full, by
the expiration date, any outstanding balances under the letters of credit,
Richemont shall have the option, exercisable at any time prior to payment in
full of all amounts outstanding under the letters of credit to convert such
amount into common stock of the Company at the mean of the bid and ask prices of
the Company's Common Stock on November 8, 1996, or the mean of the bid and ask
prices of the Company's Common Stock on each of the thirty days immediately
prior to the date of exercise of the conversion privilege. The Reimbursement
Agreement is subordinate to the Credit Facility. On December 5, 1996 Richemont
advanced the Company $10 million against the anticipated $28 million line of
credit. The Company repaid the $10 million loan after the letter of credit
agreement was in place on December 19, 1996.
RIGHTS OFFERING
The Company commenced a $50 million rights offering (the "Rights
Offering") on July 19, 1996. Holders of record of the Company's Common Stock, 6%
Series A Convertible Additional Preferred Stock and Series B Convertible
Additional Preferred Stock as of July 18, 1996, the record date, were eligible
to participate in the Rights Offering. The Rights were exercisable at a price of
$1.03 per share. Shareholders received 0.51 Rights for each share of Common
Stock held, 3.72 rights for each share of Series A Convertible Additional
Preferred Stock held and .77 rights for each share of Series B Convertible
Additional Preferred Stock held as of the record date. The Rights Offering
closed on August 23, 1996.
Due to the Company's continued operating losses, the Company requested
that NAR advance up to $25 million against all the Rights distributed to it
and/or its commitment to purchase all of the unsubscribed shares. In May 1996,
NAR advanced the Company
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<PAGE> 6
$25 million under a promissory note. Under the provisions of such promissory
note, the Company repaid NAR the $25 million advance plus accrued interest upon
the closing of the Rights Offering.
The Company issued 48,748,785 shares as a result of the Rights Offering
which generated proceeds of approximately $48 million, net of expenses. NAR
received Rights entitling it to purchase 24,015,964 shares in the Rights
Offering and exercised such rights. In addition, the Company and NAR entered
into a Standby Purchase Agreement, pursuant to which NAR purchased 6,898,866
shares not subscribed by shareholders and received approximately $.5 million as
a fee. The proceeds of the Rights Offering were used by the Company: (i) to
repay the $14 million principal amount of 9.25% Senior Subordinated Notes
("9.25% Notes") due on August 1, 1998 held by an affiliate of NAR plus accrued
interest, (ii) to repay the $25 million principal amount advanced under the
promissory note plus accrued interest and (iii) to repay approximately $9
million under the credit facility with Congress. The Company recorded an
extraordinary expense related to the early extinguishment of the 9.25% Notes,
representing a write-off of the unamortized debt issuance costs of approximately
$1.1 million.
ACQUISITIONS AND DISPOSITIONS
In May 1995, the Company acquired 67.5% of the outstanding shares of
Austad's Holdings, Inc. ("AHI"), which owned The Austad Company ("TAC"), the
publisher of the Austad's(R) catalog, featuring golf equipment, apparel and
gifts. The Company acquired the remaining interest in AHI in February 1996 by
virtue of the surrender by David Austad and certain family members (the "Austad
Family") to AHI of their AHI shares, amounting to 32.5% of the outstanding
shares, and the payment by the Austad Family of approximately $1.2 million
(subject to certain post-closing adjustments) to the Company. In return, the
Austad Family received all the outstanding shares of AGS, Inc. ("AGS"), a South
Dakota corporation newly formed by TAC to hold the existing retail assets and
liabilities of TAC. As a result of the reorganization, AHI became a wholly-owned
subsidiary of the Company. AGS will operate the four existing retail stores
acquired from TAC, located in Illinois, Minnesota and South Dakota, as
Austad's(R) stores under a license from AHI. The license grants Mr. Austad
exclusive retail rights to the Austad's(R) name in 37 states and Canada. AHI
retains all direct marketing and other rights. The customer service and
fulfillment operations of TAC were transferred to other Company facilities
during the first quarter of 1996 and the Company sold the TAC warehouse and
distribution facility in July 1996 for approximately $2.1 million, which amount
approximated its book value. The net proceeds were used to repay the outstanding
mortgage on the property.
In April 1996, the Company sold the assets of Leichtung Workshops(R), a
woodworking and hobby catalog, for approximately $900,000 in cash and short-term
notes.
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<PAGE> 7
RISK FACTORS
In addition to all the other information contained in this Prospectus and
the documents incorporated by reference, prospective purchasers should consider
the risk factors set forth below prior to deciding whether to invest in the
Shares offered hereby.
IMPORTANCE OF LIQUIDITY TO THE COMPANY'S EXISTENCE
As of September 28, 1996, the Company had borrowed approximately $57.2
million of the $65.4 million available under the Credit Facility and had
approximately $3 million of cash on hand. Although the Company used the proceeds
of the Rights Offering to reduce the amounts outstanding under the Credit
Facility, there is no assurance that the Company will not continue to sustain
losses that must be funded by the Company. See "THE COMPANY" and "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" in the Quarterly Report on Form 10-Q for the quarterly period ended
September 28, 1996 and in the Annual Report on Form 10-K for the fiscal year
ended December 30, 1995, as amended. If the Company continues to sustain losses,
the Company may be in default under the Credit Facility and would accordingly be
required to seek waivers therefrom and amendments thereto. In addition, the
Company may be required to borrow additional funds from public or private
sources on a long-term or short-term basis or to sell assets. If it is not
successful in any of these endeavors, the Company may ultimately need to seek
protection under applicable insolvency laws affecting creditors' rights.
However, the Company is not pursuing any of these alternatives at this time.
ABILITY TO REPAY NAR PROMISSORY NOTE
The Company is relying on generating sufficient working capital in order
to repay amounts outstanding under the NAR Promissory Note. In the event that
the Company is not able to repay in a timely fashion amounts outstanding under
the NAR Promissory Note from its working capital or from another source of
funds, the NAR Promissory Note plus accrued interest would be convertible at
NAR's option into shares of the Company's Common Stock. There can be no
assurance that the Company would be able to obtain refinancing. If the Company
could not obtain such refinancing, it would be in default under both the NAR
Promissory Note and the Credit Facility and would have to obtain from NAR and
Congress waivers of such defaults. There can be no assurance that the Company
would be able to obtain such waivers. If the Company could not obtain such
waivers, it is possible that the Company may need to seek protection under
applicable insolvency laws.
TERMINATION OF SEARS AGREEMENT; SUBSTANTIAL LOSS OF REVENUE
In January 1994, the Company entered into the Sears Agreement to produce
specialty catalogs for the more than 20 million mail order and credit card
customers of Sears. In 1994 and 1995, Hanover generated revenues of $71 million
and $81 million, respectively, and operating income of $2.9 million and $3
million, respectively, from this venture. The Sears Agreement contains
performance standards which must be met by the Company and which allow Sears to
terminate the Sears Agreement upon non-compliance. Sears has exercised its right
to terminate the venture since the Company is currently not meeting certain of
the operational standards, namely the in stock position standard. The Company
estimates that the termination of the venture will not have a material impact on
the Company's earnings for 1997.
OPERATING LOSSES; FUTURE OPERATING RESULTS
The Company has recently experienced operating losses. The Company
reported a net loss of $51.6 million, or $(.52) per share, for the nine months
ended September 28, 1996 compared to a net loss of $22.0 million, or $(.24) per
share, in the same period in the prior year. The Company reported a net loss of
$30 million, or $(.32) per share, for the year ended December 30, 1995 compared
to net income of $14.8 million, or $.16 per share, in the same period in the
prior year. Revenues decreased in the nine months ended September 28, 1996 to
$502 million from $529 million for the same period in 1995. Revenues decreased
in 1995 to $750 million from $769 million in 1994. The Company recorded a loss
from operations of $43.3 million in the first nine months of 1996, or (8.6)% of
revenues, compared to a loss from operations of $16.2 million, or (3.1)% of
revenues, for the same period in 1995. The Company recorded a loss from
operations of $22.6 million in 1995, or (3.0)% of revenues, compared to income
from operations of $16 million, or 2.1% of revenues, for the same period in the
prior year. As a result of the operating losses incurred in 1995, the Company's
financial condition deteriorated. The Company's working capital and long term
debt changed from $58.5 million and $35.9 million, respectively, at December 31,
1994 to $28.8 million and $57.3 million, respectively, at December 30, 1995. At
September 28, 1996, working capital and long term debt decreased to $25.3
million and $53.3 million, respectively.
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<PAGE> 8
The net loss in the first nine months of 1996 was primarily a result of an
increase in paper costs, operational and fulfillment costs due to continued
operating problems in the new Roanoke fulfillment center, a tightening of vendor
credit, which affected merchandise availability, and a reduction in gross margin
as a result of the increased sale of promotionally-priced merchandise, while the
net loss in 1995 was primarily the result of the cumulative impact of the
significant increases in postage and paper prices, weak consumer demand, and
costs incurred in connection with the Company's plans to consolidate facilities
and discontinue poorly performing catalogs. See "RISK FACTORS--INEFFICIENCIES IN
CONNECTION WITH NEW FULFILLMENT FACILITIES," INCREASES IN COSTS OF MAILING AND
PAPER" and "--CONSUMER SPENDING; WEAKNESS IN CONSUMER DEMAND." In addition, the
Company also incurred costs in connection with the upgrade of its management
information systems. See "RISK FACTORS--COSTS ASSOCIATED WITH COMPUTER SYSTEMS
CONVERSION." Whether the Company is able to return to positive net income will
depend on its ability to increase catalog sales and to effectively monitor and
control costs. There can be no assurance that the Company's future operations
will generate net income. Furthermore, future operating results depend upon many
factors, the unfavorable outcome of which would adversely affect the Company's
results of operations. These factors include general economic conditions, the
ability of the Company to continue to attract and retain customers successfully,
the level of competition and the Company's ability to successfully identify,
forecast and respond to customer preferences and fashion trends. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996 and in the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995, as amended.
TIGHTENING OF VENDOR CREDIT
As a result of the operating losses mentioned above (see "RISK
FACTORS--OPERATING LOSSES; FUTURE OPERATING RESULTS") coupled with a very
difficult year for retailers, with numerous Chapter 11 filings occurring, the
Company experienced a tightening of vendor credit in the fourth quarter of 1995
which impacted the Company's ability to obtain merchandise on a timely basis.
This resulted in higher back order levels (unfilled orders) and increased
fulfillment costs which negatively impacted the Company's operating results in
that quarter. Accordingly, the Company's back order level increased from $10.3
million to $14.6 million from December 31, 1994 to December 30, 1995 and from
$16.1 million to $19.0 million from September 30, 1995 to September 28, 1996.
These back order levels have negatively affected initial order fulfillment rates
which has resulted in higher fulfillment expense due to increased split
shipments and warehouse handling costs experienced in 1996. Fulfillment costs
(telemarketing, distribution, outbound transportation and credit card commission
costs) increased from $81.9 million to $91.4 million and from $70.9 million to
$75.0 million for the same periods, respectively. See "RISK FACTORS--DEPENDENCE
ON SUPPLIERS."
CAPITAL INTENSITY OF MAIL ORDER CATALOG BUSINESS; NEED FOR SELF-FUNDING
As a general matter, the capital intensity of the mail order catalog
business has increased in recent months requiring companies to make a permanent
investment in working capital to fund systems to increase customer service,
warehousing to speed delivery time, inventory to increase fill rates and credit
to increase customer response rates in order to be competitive. The mail order
catalog industry's fixed costs have increased in recent years which has resulted
in higher break even rates than previously experienced. At the same time, the
sources of financing for mail order catalog companies have shrunk due to the
number of bankruptcies in the industry and the high percentage of intangible
assets owned by such companies to which traditional lenders frequently will not
ascribe value as collateral for purposes of establishing lending limits,
requiring such companies to self-fund growth. There is no assurance that the
Company will have the funds to invest in working capital or the resources to
fund self-growth or to take advantage of opportunities in the industry. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996 and in the Company's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995, as amended.
-7-
<PAGE> 9
IMPORTANCE OF DOMESTICATIONS(R)
The Company's Domestications(R) catalog is one of the nation's leading
specialty home textile catalogs. It had revenues of approximately $311 million
in 1993, which constituted approximately 48% of the Company's revenues in 1993,
and revenues of approximately $361 million in 1994, which constituted
approximately 47% of the Company's revenues in 1994. Domestications'(R) revenues
were approximately $282 million in 1995, which constituted approximately 38% of
the Company's revenues in 1995. Domestications'(R) product margin, which
decreased five percentage points from December 31, 1995 to September 28, 1996,
was significantly impacted by the higher postage and paper costs experienced
industry-wide as well as by additional costs in connection with the move of its
fulfillment operations into the Company's new Roanoke, Virginia facility.
Additionally, Domestications'(R) product margin was adversely impacted by
product mix changes, increased promotional activities to maintain its
competitive position and higher inventory write-downs. A further decrease in
revenues or profitability of Domestications(R) would have a material adverse
effect upon the Company's financial position and results of operations.
INCREASES IN COSTS OF MAILING AND PAPER
The Company mails its catalogs and ships most of its merchandise through
the United States Postal Service. In 1995, catalog mailing and product shipment
expenses represented approximately 18% of revenues as compared to approximately
15% of revenues in 1994. In January 1995, the United States Postal Service
increased postage rates by approximately 14% to 18% which resulted in an
increase in the Company's average cost of mailing a catalog by 15% as compared
to 1994. On July 1, 1996, the United States Postal Service reclassification of
postal rates became effective and the Company anticipates this reclassification
will favorably impact its postage expenses by 2%-3% on an annual basis. The
Company also experienced record price increases in 1995 for paper that is used
in the production of its catalogs as the paper industry announced a series of
significant price increases that increased the Company's average cost for paper
by 43% as compared to 1994.
Paper costs represented approximately 8% of revenues in 1995 as compared
to 7% in 1994. These cost increases (which aggregated $18 million in 1995)
adversely impacted the Company's margins and earnings in 1995. Although it is
generally the policy of the Company to recover the costs of shipping and
handling from its customers, in 1995, it was unable to fully recover such costs.
Further increases in postal rates or paper costs would have a material negative
impact on the Company's results of operations to the extent that the Company is
unable to offset such increase by raising selling prices or by implementing more
efficient mailing, delivery and order fulfillment systems.
INEFFICIENCIES IN CONNECTION WITH NEW FULFILLMENT FACILITIES
In 1995, the Company completed construction of its 530,000 square foot
facility on a site in Roanoke, Virginia to handle all of Domestications'(R)
warehouse and fulfillment needs. The total cost of this facility is currently
estimated to be $19.9 million. The Company began partial shipping and receiving
activities in the first quarter of 1995 and the facility was fully operational
in September 1995. As a result, all of Domestications'(R) warehouse and
fulfillment operations were consolidated from several locations into one
facility. The Company also completed the consolidation of its apparel catalogs
into its Roanoke, Virginia apparel facility in 1995. The consolidation of the
fulfillment operations of Gump's(R) from DeSoto, Texas and Improvements(R) from
Cleveland, Ohio to other Company facilities was also completed in 1995. The
relocation of Austad's(R) fulfillment operations from Sioux Falls, South Dakota
to other Company facilities was completed by mid-July 1996. The Company
experienced operating inefficiencies and down-time, costs and expenses related
to maintaining duplicate facilities, moving expenses, lease termination fees and
severance expenses and start-up problems in conjunction with bringing various
warehouse and distribution facilities into service in 1995 and incurred
approximately $2.7 million in costs related thereto. The Company has continued
to experience inefficiencies in 1996. Although the Company has taken and is
taking actions which it believes will lead to more efficient operations, there
is no assurance that the Company will be able to achieve any improvement in
efficiency or reduction in costs. In addition, although the Company maintains
business interruption insurance for its primary facilities and other insurance
for its business, a partial or total loss of one or more of these consolidated
facilities may have a material adverse effect upon the Company's financial
position and results of operations. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in the Quarterly
Report on Form 10-Q for the quarterly period ended September 28, 1996 and in the
Annual Report on Form 10-K for the fiscal year ended December 30, 1995, as
amended.
-8-
<PAGE> 10
COSTS ASSOCIATED WITH COMPUTER SYSTEMS CONVERSION
The Company is continuing to upgrade its management information systems by
implementing new integrated software and migrating from a centralized mainframe
to mid-range mini-computers. As of December 30, 1995, the Company invested
approximately $16 million in such systems. The Company currently estimates that
the total cost to install and implement the new systems will be approximately
$19 million. The Company brought two catalogs on-line in 1994 and eleven
additional catalogs on-line in 1995 (during which time it maintained its
existing systems for its other catalogs). The Company plans to bring the balance
of its catalogs on-line by the first quarter of 1997. The Company has incurred
approximately $3 million in additional MIS expenses in 1996 due primarily to
non-cash charges relating to amortization of deferred software costs. The new
management information systems have been designed to meet the Company's
requirements as a high volume publisher of multiple catalogs and to permit the
Company to achieve substantial economies of scale and improvements in the way
its financial, merchandising, inventory, telemarketing, fulfillment and
accounting functions are performed. Until the new systems are installed
Company-wide, the Company will not achieve the full benefits of the new systems.
There have been costs associated with maintaining duplicate facilities and
certain inefficiencies and difficulties, including lower levels of customer
service, in working with the new systems and maintaining duplicate systems as
the transition process continues. There is no assurance that the Company will be
able to overcome these difficulties and inefficiencies without them having an
adverse effect on operations or that the new systems will be implemented as
currently scheduled or that they will achieve the goals established by the
Company.
CONSUMER SPENDING; WEAKNESS IN CONSUMER DEMAND
The Company's operations recently have been affected by the weak retail
environment in most of the Company's business segments. The Company's product
margin at September 28, 1996 was approximately 2.9% while at December 30, 1995
it was approximately 6.7% Product margins have decreased due to greater
promotional expenses as a result of generally weak consumer demand and
operational and fulfillment cost increases due to the continued operating
problems at the Roanoke fulfillment center. The success of the Company's
operations depends upon a number of factors relating to consumer spending,
including future economic conditions affecting disposable consumer income such
as employment, business conditions, interest rates and taxation. There can be no
assurance that weak economic conditions or changes in the retail environment or
other economic factors that impact the level of consumer spending would not have
a material adverse impact on the Company.
CREDIT RISKS
Several of the Company's catalogs, including Domestications(R),
International Male(R) and Gump's(R), offer their own credit cards. The Company
also offers, for use with almost all catalogs, the use of the Hanover Shop At
Home credit card. In addition, the Company increasingly offers customers
deferred billing arrangements reflecting a trend in the mail order catalog
industry. The use of credit cards and deferred billing arrangements could be
costly to the Company since it may need to fund such charges under the Credit
Facility. The Company's bad debt expense at September 28, 1996 was approximately
$3.7 million for the nine months then ended, while at December 30, 1995 it was
approximately $4.7 million for the twelve months then ended. There is no
assurance that the use of credit cards and deferred billing arrangements will
not lead to higher bad debt expenses.
COSTS ASSOCIATED WITH DISCONTINUED CATALOGS
The Company discontinued six catalogs in 1995, which generated revenues of
$87.8 million in 1995 and $ 117.9 million in 1994, as a result of operating
losses of $20 million in 1995 (including a provision for the costs associated
with discontinuing these catalogs of $8.6 million) and $4.7 million in 1994 and
poor future prospects for these catalogs. As a result of discontinuing catalogs,
the Company incurs costs related to write-downs of merchandise in the
discontinued catalogs to net realizable value at the time of discontinuance.
Such costs are estimated at the time of discontinuance based on factors known at
the time. As additional information becomes known, the Company adjusts such
estimates. The Company may discontinue additional catalogs although it currently
has no plans to do so.
CHALLENGES ASSOCIATED WITH RECENT ACQUISITIONS AND NEW BUSINESS DEVELOPMENTS
The Company acquired certain catalogs in 1995. See NOTE 2 OF NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS in the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 1995, as amended. None of these catalogs
except Improvements(R) and Leichtung Workshops(R) was profitable at the time of
its acquisition by the Company. In addition, these acquisitions present
relatively new market niches for the Company and the Company must successfully
integrate and develop these newly acquired companies. There can be no assurance
that the Company will be able to successfully integrate these new businesses or
improve their
-9-
<PAGE> 11
profitability.
ADJUSTMENTS IN CARRYING VALUE AND USEFUL LIFE
The acquisitions of Improvements(R), The Safety Zone(R) and Austad's(R)
have been accounted for using the purchase method of accounting with goodwill of
approximately $18.9 million in the aggregate initially recorded based upon the
fair value of the net assets acquired and liabilities assumed. In addition, the
Company recorded $3.1 million representing the fair value of acquired mailing
lists. The Company assesses the carrying value and the economic useful life of
the goodwill on an ongoing basis based on such business' prior and future
operating income and estimated net cash flows. There can be no assurance that
the Company will not adjust the carrying value and the economic useful life of
such goodwill in the future.
COMPETITION
The mail order catalog business is highly competitive. The Company's
catalogs compete with other mail order catalogs, both specialty and general, and
retail stores, including department stores, specialty stores and discount
stores. A number of the Company's competitors have substantially greater
financial, distribution and marketing resources than the Company. In addition,
due to the increased fixed costs experienced by the mail order catalog industry
in recent years, the Company may be at a competitive disadvantage as compared to
companies with substantially greater financial resources which will have a
greater ability to meet these costs than the Company will have due to its
limited financial resources. See "RISK FACTORS--IMPORTANCE OF LIQUIDITY TO THE
COMPANY'S EXISTENCE." The recent substantial sales growth in the direct
marketing industry has encouraged the entry of many new competitors and an
increase in competition from established companies.
SEASONALITY
The Company has experienced substantially increased sales in the fourth
quarter of each year as compared to the first three quarters, due in part to the
Company mailing more catalogs in the second part of the year and decreasing
apparel sales as a percentage of total sales. As a result, the fourth quarter is
increasing in importance to the Company's results of operations. In the fourth
quarter of 1995, the Company observed that customers waited until later in the
quarter to order merchandise from the Company's catalogs in order to benefit
from promotions, following a trend which affected the retail industry as a
whole. In addition, many of such customers elected to take advantage of the
Company's deferred billing arrangements or to use the Company's credit cards.
Accordingly, and for other reasons that the Company is not able to foresee,
there can be no assurance that the Company's fourth quarter operations will be
successful.
DEPENDENCE ON SUPPLIERS
Although the Company as a whole is generally not dependent on any one or
small group of suppliers, several of its major catalogs are dependent on one or
a small group of suppliers. There is no assurance that such suppliers will
continue to provide the Company with the quantities of merchandise on the terms
currently offered to the Company or that the Company will be able to find
alternative suppliers on competitive terms.
In addition, the Company's profitability depends upon its obtaining
competitive terms from the merchandise vendors for its catalogs. In the fourth
quarter of 1995, due to concerns over continuing operating losses at the Company
and questions from vendors concerning the Company's continuing viability in
light of the very difficult year for retailers with numerous Chapter 11 filings
occurring, certain of such vendors tightened the terms available to the Company
which resulted in higher back order levels and increased fulfillment costs which
negatively impacted the Company's operating results in that quarter. This trend
continued in early 1996 after several additional retail companies filed Chapter
11. The Company believes that as a result of the recent completion of the Rights
Offering and the Reimbursement Agreement, the Company will eventually return to
normal trade terms with all suppliers; however, if the Company continues to
experience operating losses, the Company may not be able to obtain such terms or
sufficient quantities of merchandise on a cost-effective and timely basis to
satisfy customer demand.
FOREIGN SOURCING
Approximately 7% of the Company's merchandise is purchased directly from
foreign suppliers located principally in China, Hong Kong, India and Portugal.
Such suppliers require the Company to post letters of credit relating to the
merchandise purchased by the Company which increases the Company's capital
requirements. The Company's business is subject to the risks generally
associated with conducting business abroad, including adverse fluctuations in
currency exchange rates (particularly those of the U.S.
-10-
<PAGE> 12
dollar against certain foreign currencies), changes in import duties or quotas,
the imposition of taxes or other charges on imports, disruptions or delays in
shipments and transportation, labor disputes and strikes. The Company minimizes
such risks by making foreign purchases in U.S. dollars and does not generally
utilize hedging instruments. The occurrence of any one or more of the foregoing
could adversely affect the Company's financial position or results of
operations.
DEPENDENCE ON MANAGEMENT
The success of the Company's operations depends in part on its ability to
attract and retain skilled management personnel. The Company recently retained a
new President and Chief Executive Officer, Rakesh K. Kaul, who is building a
management team. As a result of the turmoil in the mail order catalog business
due to the operating difficulties encountered by catalog operators in 1995,
including record paper and postage price increases, management turnover at the
Company and within the entire industry has been high. The Executive Vice
President, Secretary and General Counsel, the Executive Vice President and Chief
Financial Officer and the Chief Information Officer resigned earlier in the
year. The General Counsel position is currently being filled on a part-time
basis by an individual who has served as a service provider to the Company. The
Company has hired a new Chief Financial Officer and promoted an executive to the
position of Chief Information Officer.
TAX LOSS CARRYFORWARDS
Realization of certain future tax benefits of the Company (for example,
certain existing net operating loss carryforwards ("NOLs") and temporary timing
differences of the Company) is dependent on the Company's ability to generate
taxable income within the carryforward period and the periods in which net
temporary differences reverse. Future levels of operating income and taxable
income are dependent upon general economic conditions, competitive pressures on
sales and margins, postal and other delivery rates and other factors beyond the
Company's control. Accordingly, no assurance can be given that sufficient
taxable income will be generated for utilization of NOLs and reversals of
temporary differences. See NOTE 10 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
in the Company's Annual Report on Form 10-K for the fiscal year ended December
30, 1995, as amended.
RESTRICTIONS ON DIVIDENDS
The Company is restricted from paying dividends on its Common Stock or
from acquiring any of its capital stock by certain debt covenants contained in
agreements to which the Company is a party. Cash dividends have not been paid on
the Common Stock since 1967.
RELATIONSHIP WITH NAR
NAR currently owns approximately 55.6% of the Company's outstanding Common
Stock on a fully-diluted basis. NAR has the power to elect the entire Board of
Directors and, except as otherwise provided by law or the Company's Certificate
of Incorporation, to approve any action requiring shareholder approval without a
shareholders' meeting.
DEPENDENCE ON NAR
As the Company's financial performance has deteriorated, the Company has
become increasingly dependent on NAR and its affiliates for financial support.
In November 1995, IMR, an affiliate of NAR, purchased the Company's 9.25% Senior
Subordinated Notes due August 1, 1998 (the "9.25% Notes") from a third party in
connection with the refinancing of the Company's indebtedness under the Credit
Facility. The Company paid NAR a commitment fee of $105,000 upon the signing of
a repurchase and option agreement and a fee of $210,000 (1.5% of the outstanding
principal amount of the 9.25% Notes acquired by IMR) upon the funding, as well
as all expenses incurred by NAR in performing its obligation. The Company
extended by two years the terms of the warrants to purchase 5,033,735 shares of
Common Stock held by NAR and IMR to August 1, 1998. The Company also agreed to
indemnify NAR against any and all claims or losses asserted against it or
incurred by it relating to the transactions contemplated by the repurchase and
option agreement. The Company repaid all amounts outstanding under the 9.25%
Notes with the proceeds of the Rights Offering.
The Company and NAR entered into the Standby Purchase Agreement, pursuant
to which NAR was required to purchase all shares of Common Stock underlying the
Rights which were not purchased through the exercise of the Rights (the
"Unsubscribed Shares.") in the Rights Offering or 6,898,866 shares. NAR also
agreed to exercise all of the Rights distributed to it or 24,015,964 Rights. As
compensation to NAR for its commitment under the Standby Purchase Agreement, the
Company paid to NAR, on the closing of the Rights Offering, fees of
approximately $511,110. NAR advanced $25 million against the exercise of all of
the Rights distributed to it and/or its commitment to purchase all of
Unsubscribed Shares which was repaid with the proceeds of the Rights
-11-
<PAGE> 13
Offering.
IMR has loaned the Company $10.0 million that was to be repaid on November
14, 1996. See "RECENT DEVELOPMENTS -- CREDIT ARRANGEMENTS."
On December 19, 1996, the Company finalized its agreement (the
"Reimbursement Agreement") with Richemont Finance S.A. ("Richemont"), who along
with the family of Alan G. Quasha, Chairman of the Board of the Company, jointly
own NAR, that will provide the Company with up to approximately $28 million of
letters of credit through Swiss Bank Corporation, acting through its New York
Branch, to replace letters of credit which were issued under the Credit
Facility. The letters of credit will expire on February 29, 1998 and carry an
interest rate of 3.5% above the prime rate, currently 11.75%, payable to
Richemont quarterly on amounts drawn under the letters of credit. The Company
has agreed to pay a facility fee equal to 5% of the principle amount of the
letters of credit as well as all other fees incurred in connection with
providing the facility. In the event that the Company has not paid in full, by
the expiration date, any outstanding balances under the letters of credit,
Richemont shall have the option, exercisable at any time prior to payment in
full of all amounts outstanding under the letters of credit to convert such
amount into common stock of the Company at the mean of the bid and ask prices of
the Company's Common Stock on November 8, 1996, or the mean of the bid and ask
prices of the Company's Common Stock on each of the thirty days immediately
prior to the date of exercise of the conversion privilege. The Reimbursement
Agreement is subordinate to the Credit Facility. On December 5, 1996 Richemont
advanced the Company $10 million against the anticipated $28 million line of
credit. The Company repaid the $10 million loan after the letter of credit
agreement was in place on December 19, 1996.
There is no assurance that NAR or its affiliates will continue to support
the Company financially should the Company need such support since NAR and its
affiliates are under no obligation to do so. There is no assurance that should
NAR or its affiliates cease to provide such financial support, it would not have
a material adverse impact on the Company.
POTENTIAL CONFLICTS OF INTEREST
NAR is the beneficial owner of approximately 55.6% of the Common Stock of
the Company as of the date hereof on a fully-diluted basis. Alan G. Quasha, a
director and chairman of the Board of Directors of the Company, has been
designated by the Board of Directors of NAR to oversee NAR's investment in the
Company and may therefore be deemed to be an indirect beneficial owner of such
securities beneficially owned by NAR, although Mr. Quasha disclaims such
beneficial ownership. There can be no assurance that no conflicts of interest
will arise as a result of this affiliated relationship.
SHARES ELIGIBLE FOR FUTURE SALE
In the future, NAR will be able to sell shares of Common Stock owned by it
in the open market pursuant to an exemption from registration under the
Securities Act or by causing the Company to file a registration statement with
respect to such shares. NAR has "piggyback" and demand registration rights as
provided in a Registration Rights Agreement between it and the Company. Sales of
substantial amounts of Common Stock in the public market could adversely affect
the market price. NAR has advised the Company that it does not currently intend
to sell any shares of voting stock of the Company owned by it.
-12-
<PAGE> 14
THE SELLING SHAREHOLDERS
The Shares to which this Prospectus relates will be owned upon conversion
by, and are offered for the accounts of, the Selling Shareholders. The shares of
Series B Preferred were issued by the Company to the Selling Shareholders in
February 1995 in connection with the acquisition by the Company of the remaining
80% of the outstanding shares of common stock that the Company did not already
own of Aegis Safety Holdings, Inc. On and prior to the date hereof, the Selling
Shareholders own an aggregate of 634,900 shares of Series B Preferred. The table
below sets forth information concerning the beneficial ownership of the Series B
Preferred by each of the Selling Shareholders as of the date hereof.
<TABLE>
<CAPTION>
Series B Preferred
Name Beneficially Owned Percent of Class
---- ------------------ ----------------
<S> <C> <C>
F.L. Holdings, Inc. 132,059 20.80%
17 Archer Road
Harrison, N.Y. 10528
Roland A.E. Franklin 87,236 13.74
129 Beverly Road
Rye, N.Y. 10580
Jonathan Franklin 25,141 3.96
c/o Martin Franklin
Benson Eyecare Corp.
555 Theodore Fremd Avenue
Suite B-302
Rye, N.Y. 10580
Martin E. Franklin 27,936 4.40
Benson Eyecare Corp.
555 Theodore Fremd Avenue
Suite B-302
Rye, N.Y. 10580
Floyd Hall 70,474 11.10
c/o Martin Franklin
Benson Eyecare Corp.
555 Theodore Fremd Avenue
Suite B-302
Rye, N.Y. 10580
Frederick Field 70,474 11.10
c/o Martin Franklin
Benson Eyecare Corp.
555 Theodore Fremd Avenue
Suite B-302
Rye, N.Y. 10580
Homer G. Williams 36,824 5.80
c/o Martin Franklin
Benson Eyecare Corp.
555 Theodore Fremd Avenue
Suite B-302
Rye, N.Y. 10580
Frank Martucci 36,824 5.80
33 Matthiessen Park
Irvington, N.Y. 10533
Norm Thompson 7,619 1.20
Outfitters, Inc.
P.O. Box 3999
Portland, Oregon 97208
</TABLE>
-13-
<PAGE> 15
<TABLE>
<S> <C> <C>
Series B Preferred
Name Beneficially Owned Percent of Class
---- ------------------ ----------------
Capital Consultants Inc. 140,313 22.10
Capital Center
2300 S.W. First Avenue
Portland, Oregon 97201
------- ------
Total 634,900 100.00%
</TABLE>
The Selling Shareholders will acquire the Shares upon conversion of the
shares of Series B Preferred. Each holder of the Series B Preferred shares is
entitled at any time and from time to time to convert any or all of his
outstanding shares of Series B Preferred into such number of shares of Common
Stock determined by dividing the then stated value of the shares ($10.00) by the
Series B Conversion Price. The "Series B Conversion Price" is $6.66 (subject to
adjustment upon the occurrence of a stock split or other subdivision or a
combination of outstanding shares of Common Stock, or the reclassification of
the Company's capital stock or any other similar event with respect to the
Common Stock) ("Adjustment Events"). At any time subsequent to the date upon
which the per-shares closing price (regular way) for a round lot of the Common
Stock on the AMEX (or such other exchange or system on which the Common Stock is
from time to time traded) has been greater than $6.66 for 20 trading days in a
30 consecutive trading day period, the Company has the right to require the
conversion of all of the outstanding shares of Series B Preferred at the Series
B Conversion Price.
Although the Series B Preferred has not yet been converted, the Selling
Shareholders have indicated that they wish to be in a position to sell all of
the Shares offered hereby. The following table sets forth information concerning
the ownership of the Common Stock by the Selling Shareholders upon their
conversion of the Series B Preferred shares assuming such conversion had
occurred as of the date hereof at the Series B Conversion Price on the date
hereof. Percentages are based on 142,044,492 shares of Common Stock outstanding
as of the date hereof.
<TABLE>
<CAPTION>
Common Stock to
be Owned Upon
Name Conversion Percent of Class
---- --------------- ----------------
<S> <C> <C>
F.L. Holdings, Inc. 198,089 *
Roland A.E. Franklin 130,854 *
Jonathan Franklin 37,712 *
Martin E. Franklin 41,904 *
Floyd Hall 105,711 *
Frederick Field 105,711 *
Homer G. Williams 55,236 *
Frank Martucci 55,236 *
Norm Thompson Outfitters, 11,429 *
Inc.
Capital Consultants Inc. 210,470 *
-------
952,352 *
</TABLE>
- ---------------
* Less than 1%.
The Selling Shareholders own no shares of Common Stock other than the Shares
of Common Stock to be owned as a result of the conversion of the Series B
Preferred.
The Selling Shareholders have held no position or office and have had no
material relationship with the Company or any of its predecessors or affiliates
within the past three years except in connection with the acquisition by the
Company of the common stock of Aegis Safety Holdings, Inc.
-14-
<PAGE> 16
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholders
acting as principals for their own accounts. Each Selling Shareholder, directly
or through brokers, dealers, underwriters or agents may sell some or all of such
Selling Shareholder's Shares. Any broker, dealer, underwriter or agent
participating in a transaction involving the Shares may receive a commission
from such Selling Shareholder. The broker, dealer or underwriter may agree to
sell a specified number of the Shares at a stipulated price per Share and, to
the extent that such person is unable to do so acting as an agent for such
Selling Shareholder, to purchase as principal any of the Shares remaining unsold
at a price per Share required to fulfill the person's commitment to the Selling
Shareholder.
A broker, dealer or underwriter who acquires the Shares from a Selling
Shareholder as a principal for its own account may thereafter resell such Shares
from time to time in transactions (which may involve block transactions and
which may also involve sales to or through another broker, dealer, underwriter
or agent, including transactions of the nature described above) on the American
Stock Exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at negotiated prices. In connection with
such resales, the broker, dealer, underwriter or agent may pay commissions to or
receive commissions from the purchasers of the Shares. Each Selling Shareholder
also may sell some or all of such Selling Shareholder's Shares directly to
purchasers without the assistance of a broker, dealer, underwriter or agent and
without the payment of any commissions.
The Company is bearing all of the costs relating to the registration of
the Shares. Any commissions, discounts or other fees payable to a broker,
dealer, underwriter or agent in connection with the sale of any of the Shares
will be borne by the Selling Shareholders or other persons selling the Shares.
Any commissions paid or any discounts or concessions allowed to any
broker, dealer or underwriter and, if any such broker, dealer or underwriter
purchases any of the Shares as principal, any profits received on the resale of
such Shares, may be deemed to be underwriting commissions or discounts under the
Securities Act.
EXPERTS
The consolidated balance sheets of the Company and subsidiaries as of
December 30, 1995 and December 31, 1994, and the related consolidated statements
of income, shareholders' (deficit) equity and cash flows for each of the three
fiscal years in the period ended December 30, 1995 and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
The balance sheets of The Austad Company as of December 31, 1993 and 1994,
and the related statements of operations, shareholders' equity and cash flows
for each of the two years in the period ended December 31, 1994 incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Whitman Breed Abbott & Morgan, New York, New York.
-15-
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering of the Shares,
which will be borne by the Registrant, are as follows:
<TABLE>
<S> <C>
SEC registration fee................................ $ 246
Printing and engraving expenses..................... 1,000*
Legal fees and expenses............................. 5,000*
Accounting fees and expenses........................ 5,000*
Blue Sky fees and expenses (including counsel fees). 1,000*
Miscellaneous expenses.............................. 1,754*
--------
Total.................................. $ 14,000*
========
</TABLE>
- ------------
* Estimated
ITEM 15. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant or is or was serving, at the
request of the Registrant, in any of such capacities of another corporation or
other enterprise, if such director, officer, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. This
statute describes in detail the right of the Registrant to indemnify any such
person.
Article SEVENTH of the Certificate of Incorporation of the Registrant
(referred to therein as the "Corporation") provides, in pertinent part, as
follows:
Indemnification. Except as prohibited by Section 145 of the Delaware
General Corporation Law, every director and officer of the Corporation shall
be entitled as a matter of right to be indemnified by the Corporation
against reasonable expense and any liability paid or incurred by such person
in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which he or
she may be involved, as a party or otherwise, by reason of such person being
or having been a director or officer of the Corporation or by reason of the
fact that such person is or was serving at the request of the Corporation as
a director, officer, employee, fiduciary or other representative of the
Corporation or another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or
proceeding hereinafter being referred to as an "action"); provided, however,
that no such right of indemnification shall exist with respect to an action
brought by a director or officer against the Corporation other than in a
suit for indemnification as provided hereunder. Such indemnification shall
include the right to have expenses incurred by such person in connection
with an action paid in advance by the Corporation prior to final disposition
of such action, subject to such conditions as may be prescribed by law. As
used herein, "expense" shall include, among other things, fees and expenses
of counsel selected by such person, and "liability" shall include amounts of
judgments, excise taxes, fines and penalties, and amounts paid in
settlement.
Insurance; Other Funding. The Corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified
hereunder against any liability or expense asserted or incurred by such
person in connection with any action, whether or not the Corporation would
have the power to indemnify such person against such liability or expense by
law or under the provisions of this Article Seventh. The Corporation may
make other financial arrangements, which may include, among other things, a
trust fund, program of self-insurance, grant of a security interest or other
lien on any assets of the Corporation, or establishment of a letter of
credit, guaranty or surety, to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.
II-1
<PAGE> 18
Non-Exclusive; Nature and Extent of Rights. The right of
indemnification provided for herein (i) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those
seeking indemnification hereunder may be entitled under any agreement,
by-law or article provision, vote of the stockholders or directors or
otherwise, (ii) shall be deemed to create contractual rights in favor of
persons entitled to indemnification hereunder, (iii) shall continue as to
persons who have ceased to have the status pursuant to which they were
entitled or were designated as entitled to indemnification hereunder and
shall inure to the benefit of the heirs and legal representatives of persons
entitled to indemnification hereunder and (iv) shall be applicable to
actions, suits or proceedings commenced after the adoption of this Article
Seventh, whether arising from acts or omissions occurring before or after
the adoption hereof. The right of indemnification provided for herein may
not be amended, modified or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts or omissions
occurring prior to the adoption of any such amendment or repeal.
Article IV of the Bylaws of the Registrant also contains the
same provisions relating to the indemnification of directors and officers
which are set forth in Article SEVENTH of the Certificate of Incorporation
of the Registrant.
The Registrant has agreed to purchase insurance to indemnify its
directors and officers against liabilities incurred as a result of serving
in such capacity and has agreed to enter into indemnification agreements
with its directors.
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Page
Number Description of Exhibit Number
------- ---------------------- ------
<S> <C> <C>
5 Opinion of Whitman Breed Abbott & Morgan as *
to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 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-4 of this Registration Statement). --
</TABLE>
- -------------------
* Previously filed.
ITEM 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
II-2
<PAGE> 19
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering hereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling persons
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 20
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 on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Weehawken, State
of New Jersey, on the 26th day of December, 1996.
HANOVER DIRECT, INC.
By: /s/ Rakesh K. Kaul
----------------------------------
Rakesh K. Kaul,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-3 has been signed below by the
following persons in the capacities indicated on December 26, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Alan G. Quasha* Chairman of the Board and Director
- --------------------------------
Alan G. Quasha
/s/ Rakesh K. Kaul Director, President and Chief Executive Officer
- -------------------------------- (principal executive officer)
Rakesh K. Kaul
/s/ Larry J. Svoboda Senior Vice President and Chief Financial Officer
- -------------------------------- (principal financial officer)
Larry J. Svoboda
Director
- --------------------------------
Ralph Destino
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-4
<PAGE> 21
<TABLE>
<S> <C>
Director
- --------------------------------
Edmund R. Manwell
Director
- --------------------------------
Geraldine Stutz
/s/ Robert F. Wright* Director
- --------------------------------
Robert F. Wright
</TABLE>
- --------------------
* Rakesh K. Kaul, 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-1 on behalf of each of the
persons noted above, in the capacities indicated.
/s/ Rakesh K. Kaul
--------------------------------
Rakesh K. Kaul
II-5
<PAGE> 22
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
------- ----------------------
5* Opinion of Whitman Breed Abbott & Morgan as
to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 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-4 of this Registration Statement).
- -------------------
* Previously filed.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use and
incorporation by reference in this registration statement of our report dated
February 26, 1996 (except with respect to the matters discussed in Note 14, as
to which the date is March 7, 1996) included herein and in Hanover Direct,
Inc.'s Form 10-K for the year ended December 30, 1995.
ARTHUR ANDERSEN, LLP
New York, New York
December 24, 1996
1
