<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
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)
June 6, 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 8 Pages
<PAGE> 2
CUSIP NO. 440506 10 3 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NAR Group Limited (no Fed. Employer 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
OWNED 8 SHARED VOTING POWER 94,782,555 shares*
BY
EACH -----------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER None
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER 94,782,555 shares*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,782,555 shares*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
---
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO, HC
- ----------
* See Item 5.
<PAGE> 3
CUSIP NO. 440506 10 3 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alan Grant Quasha, S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a)
OF A GROUP ---
(b)
---
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
---
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER None
OF
SHARES -----------------------------------------------------
BENEFICIALLY
OWNED 8 SHARED VOTING POWER 94,782,555 shares*
BY
EACH -----------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER None
WITH
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER 94,782,555 shares*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,782,555 shares*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
---
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO, HC
- --------------------------------------------------------------------------------
- ----------
* See Item 5.
<PAGE> 4
CUSIP NO. 440506 10 3 13D Page 4 of 8 Pages
Item 1. Security and Issuer.
This Amendment No. 18 to Statement on Schedule 13D (the "Amendment"),
filed with respect to events that occurred on June 6, 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 - 17 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 previously filed 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.
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CUSIP NO. 440506 10 3 13D Page 5 of 8 Pages
The name, citizenship, business address and present principal
occupation or employment of each executive officer and 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 previously filed.
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 or 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 or 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, came 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 contemplated 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."
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CUSIP NO. 440506 10 3 13D Page 6 of 8 Pages
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 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
(the "IMR Promissory Note") and the cancellation thereof. In connection with the
Rights Offering, Westmark exercised 11,111,111 of the 31,787,549 rights
distributed to it by the Company and thereby purchased 11,111,111 shares of the
Company's Common Stock for an exercise price of $.90 per share. At the closing
of the Rights Offering on June 6, 1997, Westmark surrendered the IMR Promissory
Note in payment of the $10,000,000 purchase price of the Shares. Concurrently
therewith, the Company paid to IMR 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 200,031,580 shares of Common Stock
issued and outstanding as of June 6, 1997.
Pursuant to Rule 13d-3, the Reporting Persons may be deemed to be
beneficially own an aggregate of 94,782,555 shares of Common Stock, including
5,646,490 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 94,782,555 shares of Common Stock constitute an aggregate
of approximately 46.1% 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.
(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 previously filed.
(d) Inapplicable.
(e) Inapplicable.
<PAGE> 7
CUSIP NO. 440506 10 3 13D Page 7 of 8 Pages
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 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.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP NO. 440506 10 3 13D Page 8 of 8 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: June 13, 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
