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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
HANOVER DIRECT, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.66-2/3 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
440506 10 3
(CUSIP NUMBER)
THEODORE H. KRUTTSCHNITT, III
ONE BAY PLAZA, SUITE 850
1350 BAYSHORE BOULEVARD
BURLINGAME, CA 94010
(415) 348-7425
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 31, 1996
(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 | |.
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT | |.
(CONTINUED ON FOLLOWING PAGE(S))
PAGE 1 OF 10 PAGES
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore H. Kruttschnitt, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) | X |
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 7,300,000*
OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY ------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER 7,300,000*
BY EACH ------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 7,300,000*
EACH PERSON
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) | |
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT 5.04%
IN ROW 11
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
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* See Item 5 hereof.
2
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. David Hakman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) | X |
OF A GROUP (b) | |
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS PF
- --------------------------------------------------------------------------------
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 732,175*
OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY --------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER 732,175*
BY EACH --------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 732,175*
EACH PERSON
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) | |
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT .51%
IN ROW 11
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
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* See Item 5 hereof.
3
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CUSIP No. 440506 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edmund R. Manwell
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) | X |
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 20,579*
OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY ---------------------------------------------------------------
OWNED 9 SOLE DISPOSITIVE POWER 20,579*
BY EACH ---------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 20,579*
EACH PERSON
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) | |
EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT .01%
IN ROW 11
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
- -------
* See Item 5 hereof.
4
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 12 to Statement on Schedule 13D relates to shares of
Common Stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover
Direct, Inc., a Delaware corporation and the successor in interest to The Horn &
Hardart Company (the "Company"), whose principal executive offices are located
at 1500 Harbor Boulevard, Weehawken, New Jersey 07087.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) Mr. Theodore H. Kruttschnitt, III's principal occupation is
investing and his business address in One Bay Plaza, 1350 Bayshore Boulevard,
Suite 850, Burlingame, California 94010.
Mr. J. David Hakman's principal occupation is serving as Chief
Executive Officer of Hakman Capital Corporation, an investment banking firm
located at One Bay Plaza, 1350 Bayshore Boulevard, Suite 333, Burlingame,
California 94010.
Mr. Edmund R. Manwell's principal occupation is serving as Senior
Partner of the law firm of Manwell & Milton, 20 California Street, Third Floor,
San Francisco, California 94111.
(d)-(f) During the last five years, none of Messrs. Kruttschnitt,
Hakman or Manwell has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such individual 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.
Messrs. Kruttschnitt, Hakman and Manwell are all United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 31, 1996, Mr. Hakman purchased from Mr. Kruttschnitt
711,889 shares of Common Stock for $489,423.69 Of the total consideration,
$440,000 is represented by Mr. Hakman's unsecured promissory note and the
balance was cash. The note bears interest at 9% per annum and is due on March
31, 1998. The source of the funds to make the required payments and for the
cash portion of the purchase price is Mr. Hakman's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
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Messrs. Krutchnitt, Hakman and Manwell (the "Reporting Persons") have
acquired the Common Stock including the 711,889 shares of Common Stock acquired
by Mr. Hakman from Mr. Kruttschnitt in order to obtain an equity position in
the Company, which equity position is considered by the Reporting Persons to be
an investment. Subject to availability at prices deemed favorable by the
Reporting Persons, each Reporting Person may purchase additional shares from
time to time in the open market, in privately negotiated transactions or
otherwise. The Reporting Persons may, subject to obtaining favorable terms,
including price, attempt to or dispose of shares of Common Stock from time to
time in the open market, in privately negotiated transactions or otherwise.
Except as set forth above, the Reporting Persons have no present plans
or intentions which would result in or relate to any of the transactions
described in (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
After giving effect to the transaction reported herein, Mr.
Kruttschnitt is the beneficial owner of 7,300,000 shares of Common Stock of the
Company as determined in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended ("Rule 13d-3"). The 7,300,000 shares of Common Stock
represent, in accordance with Rule 13d-3, approximately 5.04% of the 144,828,490
shares of Common Stock outstanding as of November 7, 1996.
After giving effect to the transaction reported herein, Mr. Hakman is
the beneficial owner of 732,175 shares of Common Stock of the Company as
determined in accordance with Rule 13d-3.
Messrs. Kruttschnitt, Hakman and Manwell as a group are the beneficial
owners of 8,052,754 shares of Common Stock of the Company, as determined in
accordance with Rule 13d-3. The 8,052,754 shares of Common Stock represent, in
accordance with Rule 13d-3, approximately 5.56% of the 144,828,490 shares of
Common Stock outstanding as of November, 7, 1996.
(b) Mr. Kruttschnitt has the sole power to vote and dispose of all his
7,300,000 shares of Common Stock.
Mr. Hakman has the sole power to vote and dispose of all his 732,175
shares of Common Stock.
Mr. Manwell has the sole power to vote and dispose of all his 20,579
shares of Common Stock.
(c), (d) and (e) Inapplicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is hereby made to Item 4 hereof for a description of certain
contracts, arrangements, understandings and relationships relating to the
securities of the Company. Except as described therein, none of the Reporting
persons has any contract, arrangement, understanding or relations with one or
more security holders of the company or others, with respect to the purchase,
holding, voting or disposition of shares of Common Stock or other securities of
the company which are convertible or exercisable into such shares. Each of such
persons reserves the right to enter into any such contract, arrangement,
understanding or relations in the future.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Promissory Note dated December 31, 1996 in the principal amount of
$440,000 payable to Theodore H. Kruttschnitt, III.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 6, 1997
/s/ Theodore H. Kruttschnitt, III
---------------------------------
Theodore H. Kruttschnitt, III
8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 6, 1997
/s/ Edmund R. Manwell
---------------------------------
Edmund R. Manwell
9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 6, 1997
/s/ J. David Hakman
---------------------------------
J. David Hakman
10
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Exhibit (a)
PROMISSORY NOTE
Burlingame, California
$440,000.00 Burlingame, California January 6, 1997
- -----------
For value received, I promise to pay in lawful money of the United States of
America, to the order of: THEODORE H. KRUTTSCHNITT at BURLINGAME, CALIFORNIA
the principal sum of FOUR HUNDRED FORTY THOUSAND AND NO/100 Dollars, payable
March 31, 1998 in liKe lawful money. Interest shall accrue from JANUARY 6, 1997
at the rate of 9.00 percent per annum and be payable, in arrears, beginning on
March 31, 1997 and each quarter thereafter as follows: June 30, 1997, September
30, 1997, December 31, 1997 and March 31, 1998. Interest shall be calculated
upon a 360 day year consisting of 4-90 day periods and shall be pro-rated for
partial periods. The balance of this Note shall be due and payable on March 31,
1998.
Any payment made hereunder shall be credited first upon interest then due and
the remainder upon the principal so credited. Should interest not be paid when
due, it shall thereafter bear like interest as the principal, however in no
event shall such unpaid interest so compounded exceed an amount equals to
simple interest on the unpaid principal at the maximum rate then permitted by
law.
The undersigned shall have the right at any time and without penalty, to
prepay any portion of the principal due hereunder:
In the event of commencement of suit to enforce payment of this Note, I agree
to pay such additional sum as attorneys' fees as the court may adjudge
reasonable.
-----------------------
J. David Hakman
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Witness Date
Borrower's Telephone No: (415) 348-1700
Mailing Address: One Bay Plaza, 1350 Bayshore Highway, Suite 333
Burlingame, CA 94010
