<PAGE> 1
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
HANOVER DIRECT, INC.
(Name of Issuer)
Common Stock, $0.66 2/3 par value
(Title of Class of Securities)
440506 10 3
(CUSIP Number)
Thomas A. Huser, Esq.
Quadrant Management, Inc.
127 East 73rd Street
New York, New York 10021
(212) 439-9292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box ___.
Page 1 of 11 Pages
Exhibit Index Appears on Page 8
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Page 2 of 11 Pages
CUSIP NO. 440506 10 3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NAR Group Limited (no Fed. I.D. NO.)
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) ___
OF A GROUP (b) ___
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION British Virgin
Islands
- -----------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER None
OF --------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 83,038,689 shares
OWNED --------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING --------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 83,038,689 shares
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,038,689 shares
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO, HC
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Page 3 of 11 Pages
CUSIP NO. 440506 10 3 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alan Grant Quasha, S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) ___
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ___
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER 7 SOLE VOTING POWER None
OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 83,038,689 shares
OWNED -----------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING -----------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 83,038,689 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,038,689 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO, HC
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CUSIP NO. 440506 10 3 13D Page 4 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 17 to Statement on Schedule 13D (the
"Amendment"), filed with respect to events that occurred on March 26, 1997,
relates to shares of Common Stock, par value $0.66-2/3 per share, of Hanover
Direct, Inc., a Delaware corporation (the "Common Stock" and the "Issuer",
respectively), whose principal executive offices are located at 1500 Harbor
Boulevard, Weehawken, New Jersey 07087. Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning ascribed
thereto in the original Statement on Schedule 13D, as modified by Amendments No.
1 - 16 thereto (the "Amended Statement").
Item 2. Identity and Background.
This Statement is filed by NAR Group Limited, on behalf of
itself and its direct or indirect wholly owned subsidiaries, Quadrant Group
Limited ("QGL") and Westmark Holdings Limited ("Westmark") (individually or
collectively, as the context requires, "NAR"), and Alan G. Quasha ("Mr. Quasha")
(collectively, NAR and Mr. Quasha are sometimes hereinafter referred to as the
"Reporting Persons").
NAR is the beneficial owner of certain of the Issuer's
securities. Mr. Quasha, who is a director of the Issuer, has been designated by
the Board of Directors of NAR to oversee NAR's investment in the Issuer, and may
therefore be deemed to be an indirect beneficial owner of the Issuer's
securities beneficially owned by NAR. NAR's stockholders, Richemont Group
Limited ("Richemont Group"), Evansville Limited ("Evansville") and Mr. Quasha,
may be deemed to jointly control NAR. Richemont Group may be deemed to be
controlled, through intermediate entities (Richemont S.A. and Compagnie
Financiere Richemont AG), by Compagnie Financiere Ehrbar. Evansville may be
deemed to be controlled by the Phyllis Quasha Revocable Trust. Phyllis G.
Quasha, as the settlor of the Trust, may be deemed to control the Trust. Phyllis
G. Quasha is Mr. Quasha's mother. Mr. Quasha is one of the beneficiaries of the
Trust. Based upon the foregoing considerations, for purposes of General
Instruction C to Schedule 13D, Richemont Group, Richemont S.A., Compagnie
Financiere Richemont AG, Compagnie Financiere Ehrbar, Evansville, the Phyllis
Quasha Revocable Trust and Phyllis G. Quasha (collectively, the "Instruction C
Persons") may be deemed to control NAR.
Exhibit A sets forth the name, place of organization,
principal business, address of principal business and address of principal
office of each of the Reporting Persons and Instruction C Persons.
The name, citizenship, business address and present principal
occupation or employment of each executive officer and
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CUSIP NO. 440506 10 3 13D Page 5 of 11 Pages
director of the Reporting Persons and Instruction C Persons, as well as the
name, principal business and address of the corporation or other organization in
which such occupation or employment is conducted, are set forth in Exhibit B.
During the five years prior to the date hereof, none of the
Reporting Persons nor, to the best of their knowledge, the Instruction C Persons
or any executive officer of director of any of the Reporting Persons or
Instruction C Persons, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws of finding any
violation with respect to such laws.
Except as expressly set forth herein, the joint filing of this
Statement shall not be construed as an admission that any person named herein
is, for the purpose of Section 13(d) or (g) of the Securities Exchange Act or
for any other purpose, the indirect beneficial owner of any or all of the
securities of the Issuer beneficially owned directly by another person, and each
such person disclaims such indirect beneficial ownership of securities of the
Issuer beneficially owned directly by QGL or Westmark.
Item 3. Source and Amount of Funds of Other Consideration.
The funds for the purchase of 11,111,111 shares of Common
Stock in the Issuer's rights offering, for an aggregate of $10,000,000, is
expected to come from the conversion of certain debt owed by the Issuer to an
affiliate of NAR.
Item 4. Purpose of the Transaction.
On March 26, 1997, the Company entered into a Standby Purchase
Agreement, dated March 26, 1997 (the "Standby Purchase Agreement"), with
Richemont S.A. The Standby Purchase Agreement contemplates the distribution by
the Company to the holders of its outstanding common and preferred stock of
transferable subscription rights ("Rights") to subscribe for and purchase
additional shares of Common Stock for a price of $.90 per share (the
"Subscription Price"). The distribution of the Rights and the sale of the shares
of Common Stock upon the exercise of the Rights or pursuant to the Standby
Purchase Agreement is referred to herein as the "Rights Offering."
By letter agreement, dated March 26, 1997, Westmark
irrevocably agreed with the Company, subject to and upon the consummation of the
Rights Offering, to exercise at the Subscription Price that number of Rights
distributed to it for the
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CUSIP NO. 440506 10 3 13D Page 6 of 11 Pages
purchase price of shares of Common Stock having an aggregate purchase of at
least $10,000,000 (the "Shares"). Westmark agreed to pay for and the Company
agreed to accept as payment for the aggregate purchase price of such Shares at
the closing of the Rights Offering the surrender by Westmark's affiliate,
Intercontinental Mining & Resources Incorporated ("IMR"), of the Company's
Promissory Note dated September 11, 1996 in the principal amount of $10,000,000
and the cancellation thereof. Concurrently therewith, the Company shall pay to
IMR or its designee interest on the principal amount outstanding under such note
as provided therein.
Item 5. Interest in Securities of the Issuer.
(a)&(b) The Issuer has a total of 144,318,452 shares of Common
Stock issued and outstanding as disclosed in the Issuer's Annual Report on Form
10-K for the fiscal year ended December 28, 1996 as of March 24, 1997.
Pursuant to Rule 13d-3, the Reporting Persons may be deemed to
be beneficially own an aggregate of 83,038,689 shares of Common Stock, including
5,033,735 shares issuable upon conversion, exercise or exchange of other
securities as contemplated by rule 13d-3(d)(1)(i). Pursuant to Rule
13d-3(d)(1)(i), such 83,038,689 shares of Common Stock constitute an aggregate
of approximately 55.7% of the outstanding Common Stock. For purposes of Section
13(d), the Reporting Persons may be deemed to have shared power to vote and
dispose of, or to direct the voting and disposition of, the securities referred
to in this paragraph. The Reporting Persons may also be deemed to beneficially
own the 11,111,111 shares to be acquired in the Rights Offering.
(c) Other than the transactions described in this Statement,
no transactions in the shares of Common Stock have been effected during the past
60 days by the Reporting Persons, or, to the best of their knowledge, the
Instruction C Persons or any of the persons named in Exhibit B.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of the Issuer.
Reference is hereby made to Items 3 and 4 hereof for a
description of certain contracts, arrangements, understandings and relationships
relating to the securities of the Issuer. Except as described therein, none of
the Reporting Persons nor, to the best of their knowledge, any executive officer
or director thereof, has
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CUSIP NO. 440506 10 3 13D Page 7 of 11 Pages
any contract, arrangement, understanding or relationship with one or more
security holders of the Issuer or others, with respect to the purchase, holding,
voting or disposition of shares of Common Stock or other securities of the
Issuer which are convertible or exercisable into such shares. Each of such
persons reserves the right to enter into any such contract, arrangement,
understanding or relationship in the future.
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CUSIP NO. 440506 10 3 13D Page 8 of 11 Pages
Item 7. Material to be Filed as Exhibits. Page
Exhibits A-HH: [Previously filed].
Exhibit II: Letter Agreement, dated 10
March 26, 1997, between Westmark Holdings Limited and Hanover Direct, Inc.
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CUSIP NO. 440506 10 3 13D Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of his, her or its
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: April 10, 1997
NAR GROUP LIMITED
By:/s/ Thomas A. Huser
------------------------
Thomas A. Huser, its
Attorney-In-Fact
ALAN GRANT QUASHA
By:/s/ Thomas A. Huser
------------------------
Thomas A. Huser, his
Attorney-In-Fact
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EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
Exhibit II: Letter Agreement, dated March 26, 1997, between Westmark
Holdings Limited and Hanover Direct, Inc.
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CUSIP NO. 440506 10 3 13D Page 10 of 11 Pages
Westmark Holdings Limited
c/o Quadrant Management, Inc.
127 East 73rd Street
New York, New York 10021
March 26, 1997
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, New Jersey 07087
Attention: President
Re: 1997 Rights Offering
Gentlemen:
Reference is made to the Standby Purchase Agreement, dated
March 26, 1997 (the "Standby Purchase Agreement"), between Richemont S.A. and
Hanover Direct, Inc. (the "Company"). The Standby Purchase Agreement
contemplates the distribution by the Company to the holders of its outstanding
common and preferred stock of transferable subscription rights ("Rights") to
subscribe for and purchase additional shares of common stock, par value $.66-2/3
per share (the "Common Stock"), for a price of $.90 per share (the "Subscription
Price"). The distribution of the Rights and the sale of the shares of Common
Stock upon the exercise of the Rights or pursuant to the Standby Purchase
Agreement is referred to herein as the "Rights Offering."
Subject to and upon the consummation of the Right Offering,
the undersigned hereby irrevocably agrees to exercise at the Subscription Price
that number of Rights distributed to it for the purchase of shares of Common
Stock having an aggregate purchase price of at least $10,000,000 (the "Shares").
The undersigned agrees to pay for and the Company agrees to accept as payment
for the aggregate purchase price of such Shares at the closing of the Rights
Offering the surrender by the undersigned's affiliate, Intercontinental Mining &
Resources Incorporated ("IMR"), of the Company's Promissory Note dated September
11, 1996 in the principal amount of $10,000,000 and the cancellation thereof.
Concurrently therewith, the Company shall pay to IMR or its designee interest on
the principal amount outstanding under such note as provided therein.
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CUSIP NO. 440506 10 3 13D Page 11 of 11 Pages
If the foregoing sets forth your understanding of our
agreement, please so indicate by signing your name in the space provided below
and returning a signed copy of this letter to the undersigned.
Very truly yours,
WESTMARK HOLDINGS LIMITED
By:/s/ Thomas A. Huser
------------------------
Name: Thomas A. Huser
Title: Attorney-In-Fact
Accepted and agreed to as of the date first above written.
HANOVER DIRECT, INC.
By:/s/ Larry J. Svoboda
----------------------------------
Name: Larry J. Svoboda
Title: Senior Vice President & CFO
