<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hanover Direct, Inc.
-------------------------------
(Name of Issuer)
Common Stock, $0.66 2/3 par value
-------------------------------
(Title of Class of Securities)
440506 10 3
-------------------------------
(CUSIP Number)
Mr. Kurt Nauer Robert P. Wessely, Esq.
Richemont Finance S.A. Dorsey & Whitney LLP
35 Boulevard Prince Henri 250 Park Avenue
L 1724 Luxembourg New York, New York 10077
011-352-227-252 (212) 415-9200
-------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1998
-------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(g), for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 18 Pages
<PAGE> 2
CUSIP No. 440506 10 3 13D Page 2 of 18 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richemont Finance S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (49.1% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO
- ----------
*/ See Item 5
<PAGE> 3
CUSIP No. 440506 10 3 13D Page 3 of 18 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richemont S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (49.1% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO, HC
- ----------
*/ See Item 5
<PAGE> 4
CUSIP No. 440506 10 3 13D Page 4 of 18 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Compagnie Financiere Richemont AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (49.1% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO, HC
- ----------
*/ See Item 5
<PAGE> 5
CUSIP No. 440506 10 3 13D Page 5 of 18 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Compagnie Financiere Rupert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2% (49.1% sole dispositive power)*
14. TYPE OF REPORTING PERSON
PN
- ----------
*/ See Item 5
<PAGE> 6
Page 6 of 18 Pages
Item 1. Security and Issuer
This Amendment No. 2 to Statement on Schedule 13D, filed with respect to
events that occurred on June 1, 1998, relates to shares of Common Stock, par
value $0.66 2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a
Delaware corporation (the "Issuer"), whose principal executed 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 filed on June
16, 1997.
Item 2. Identity and Background
(a) - (c) and (f) This Statement on Schedule 13D is filed on behalf of
Richemont Finance S.A. ("Richemont"), Richemont S.A., Compagnie Financiere
Richemont AG and Compagnie Financiere Rupert (the "Reporting Persons"). The
following table sets forth the name, the State or other place or organization,
the principal business, the address of such principal business and the address
of the principal office of each of the Reporting Persons.
NAME: RICHEMONT FINANCE S.A.
State of organization: Luxembourg
Principal business: Finance affiliate of Compagnie
Financiere Richemont AG, a Swiss public
company with interests primarily in the
fields of luxury goods and tobacco
products
Address of principal business: 35 Boulevard Prince Henri
L 1724 Luxembourg
Address of principal office: 35 Boulevard Prince Henri
L 1724 Luxembourg
NAME: RICHEMONT S.A.
State of organization: Luxembourg
Principal business: A publicly traded Affiliate of Compagnie
Financiere
Richemont AG, a Swiss public company
with interests primarily in the fields of
luxury goods and tobacco products
Address of principal business: 35 Boulevard Prince Henri
L 1724 Luxembourg
Address of principal office: 35 Boulevard Prince Henri
L 1724 Luxembourg
<PAGE> 7
Page 7 of 18 Pages
NAME: COMPAGNIE FINANCIERE RICHEMONT
AG
State of Organization: Switzerland
Principal business: A Swiss public company with interests
primarily in the fields of luxury goods
and tobacco products
Address of principal business: Rigistrasse 2
6300 Zug Switzerland
Address of principal office: Rigistrasse 2
6300 Zug Switzerland
NAME: COMPAGNIE FINANCIERE RUPERT
State of organization: Switzerland
Principal business: A partnership limited by shares, the
principal business of which is the
holding of investments
Address of principal business: Rigistrasse 2
6300 Zug Switzerland
Address of principal office: Rigistrasse 2
6300 Zug Switzerland
The name, citizenship, business address and present principal occupation or
employment of each executive officer and director of the Reporting 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 C.
(d) - (e) During the five years prior to the date hereof, none of the
Reporting Persons nor, to the best of their knowledge, any executive officer or
director of the Reporting 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.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Letter Agreement (the "Letter Agreement") dated June 1, 1998
by and among NAR Group Limited ("NAR") and NAR's shareholders, Richemont,
Evansville Limited ("Evansville") and Alan G. Quasha ("Mr. Quasha"), Richemont
received an aggregate 56,456,197 shares of Common Stock from NAR as part of a
pro
<PAGE> 8
Page 8 of 18 Pages
rata dividend by NAR and a redemption by NAR of shares of NAR preferred
stock held by Richemont. Pursuant to the Letter Agreement, NAR also sold to
Richemont for $4,757,350.38 in cash warrants (the "Warrants") to acquire up to
an aggregate of 5,646,490 shares of Common Stock, which funds were provided by
working capital.
Item 4. Purpose of the Transaction
The Reporting Persons have acquired the Common Stock as an investment in
the Issuer. Richemont may exercise all or a portion of the Warrants to purchase
5,646,490 shares of Common Stock. Except as described in this Item 4 and
elsewhere in this Schedule 13D, the Reporting Persons do not have any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any
action similar to those enumerated above. In the future, however, the Reporting
Persons reserve the right to adopt such plans or proposals.
Item 5. Interest in Securities of the Issuer
(a) and (b). The beneficial ownership of the Reporting Persons other than
Richemont is indirect through Richemont. The Issuer reported a total of
203,899,156 shares of Common Stock issued and outstanding as of May 4, 1998.
Pursuant to Rule 13d-3, the Reporting Persons may be deemed to beneficially own
113,594,623 shares, or 54.2% of the outstanding Common Stock, assuming exercise
of the Warrants to purchase 5,646,490 shares and including 9,293,966 shares
subject to the proxy described below and 1,510,000 shares owned by NAR, of
which Richemont is a shareholder. For purposes of Section 13(d), the Reporting
Person may be deemed to have sole power to vote 112,084,623 of such shares and
sole power to dispose of 102,790,657 of such shares (which shares with sole
dispositive power constitute 49.1% of the outstanding Common Stock). The
9,293,966 shares with respect to which the Reporting Persons may be deemed to
have sole voting but not disposition power are
<PAGE> 9
Page 9 of 18 Pages
subject to the proxy granted by Evansville described under Item 6. Initially,
until exercise of the Warrants (which exercise has been assumed for purposes of
this Schedule), such proxy covers 12,111,565 shares. In addition, the Reporting
Persons may be deemed to have shared voting and shared dispositive power with
respect to the 1,510,000 shares of Common Stock owned by NAR, which shares are
subject to options granted by NAR to the Chief Executive Officer of the Issuer.
The Reporting Persons disclaim beneficial ownership of the shares owned by
Evansville which are subject to the proxy and the 1,510,000 shares owned by NAR.
(c) As described in Item 3 above, pursuant to the Letter Agreement, NAR has
transferred to Richemont 56,456,197 shares of Common Stock and NAR and its
subsidiary, Quadrant Group Limited, sold to Richemont for $4,757,350.38 in cash
the Warrants to acquire, on or before August 1, 1998, up to an aggregate of
5,646,490 shares of Common Stock. Pursuant to the Letter Agreement, Evansville
has granted to Richemont an irrevocable proxy to vote certain shares of Common
Stock as more fully described in Item 6 below. Other than the transactions
described herein, no transactions in the shares of Common Stock have been
effected since the date of the most recent filing on Schedule 13D by the
Reporting Persons, or, to the best of their knowledge, any of their respective
officers and directors.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Reference is hereby made to Items 3, 4 and 5 of this amended Statement on
Schedule 13D for a description of certain contracts, arrangements,
understandings and relationships relating to the securities of the Issuer.
Except as described therein and in this Item 6, 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.
Pursuant to the Letter Agreement, Evansville has granted to Richemont a
proxy to vote 12,111,565 shares of Common stock held by Evansville, which amount
will be reduced to 9,293,966 shares of Common Stock on the date on which
Richemont exercises the Warrants held by it for 5,646,490 shares of Common
Stock. If such Warrants are not exercised, the shares subject to the proxy shall
be
<PAGE> 10
Page 10 of 18 Pages
automatically reduced on a share-for-share basis at such time or times as
Richemont or its affiliates acquire shares of Common Stock in open market
purchases.
Prior to the sale to a third party of all or part of the shares of Common
Stock subject to the proxy and held by Evansville (the "Subject Shares"),
Evansville must provide Richemont with notice and the opportunity to exercise
its right of first offer over such shares to be sold by the undersigned in
accordance with the Joint Venture Agreement and, if Richemont does not exercise
such right (the "Right"), then the proxy will terminate with regard to such
Subject Shares, with the Subject Shares being treated as the last shares of
Common Stock sold by Evansville from its holdings thereof.
Item 7. Material to be Filed as Exhibits
Exhibit A [Previously filed]
Exhibit B. Irrevocable Proxy for Voting of Shares of Common Stock of
Hanover Direct, Inc., granted by Evansville to Richemont on June 1, 1998.
Exhibit C. Information Concerning Reporting Persons' Officers and
Directors.
Signatures
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Date: June 11, 1998
RICHEMONT FINANCE S.A.
By: /s/ Robert P. Wessely
----------------------------
Robert P. Wessely, its
Attorney-in-Fact
RICHEMONT S.A.
By: /s/ Robert P. Wessely
----------------------------
Robert P. Wessely, its
Attorney-in-Fact
<PAGE> 11
Page 11 of 18 Pages
COMPAGNIE FINANCIERE RICHEMONT AG
By: /s/ Robert P. Wessely
----------------------------
Robert P. Wessely, its
Attorney-in-Fact
COMPAGNIE FINANCIERE RUPERT
By: /s/ Robert P. Wessely
----------------------------
Robert P. Wessely, its
Attorney-in-Fact
<PAGE> 12
Page 12 of 18 Pages
EXHIBIT INDEX
-------------
Exhibit A [Previously filed]
Exhibit B. Irrevocable Proxy for Voting of Shares of Common Stock of
Hanover Direct, Inc., granted by Evansville to Richemont on June 1, 1998.
Exhibit C. Information Concerning Reporting Persons' Officers and
Directors.
<PAGE> 1
CUSIP NO. 440506 10 3 13D Page 13 of 18 Pages
EXHIBIT B
IRREVOCABLE PROXY FOR VOTING OF SHARES
OF COMMON STOCK OF HANOVER DIRECT, INC.
By this proxy coupled with an interest, the undersigned appoints Richemont
Finance S.A. ("Richemont") and its authorized directors and officers, and each
of them, proxies of the undersigned, with full power of substitution, to vote
12,111,565 shares (subject to adjustment as hereinafter provided) of common
stock, par value $.66-2/3 per share (the "Common Stock"), of Hanover Direct,
Inc., a Delaware corporation ("Hanover"), held by the undersigned and which the
undersigned is entitled to vote at any meeting of the shareholders of Hanover or
by written consent, with all the powers the undersigned would have if personally
present, on any matter upon which a shareholder of Hanover would be entitled to
vote.
IMPORTANT: SIGNATURE AND DATE REQUIRED
In their discretion, the above named proxies are authorized to vote in
accordance with their own judgment and at their sole discretion upon such
matters as may properly come before the shareholders of Hanover for a vote.
The undersigned hereby revokes any proxy or proxies heretofore given.
The 12,111,565 shares of Hanover Common Stock which are the subject of
this proxy shall be reduced to 9,293,966 shares of Hanover Common Stock on the
date on which Richemont exercises warrants held by it for 5,646,490 shares of
Common Stock of Hanover pursuant to Paragraph 1 of the letter agreement, dated
June 1, 1998, from Richemont and addressed to Alan G. Quasha, Evansville Limited
and NAR Group Limited, and, if such warrants are not exercised, such shares
shall be automatically reduced on a share-for-share basis at such time or times
after the date hereof as Richemont or its affiliates acquire shares of Common
Stock of Hanover in open market purchases.
Prior to the sale to a third party of the shares of Hanover Common Stock
subject to this proxy to be held by the undersigned (the "Subject Shares"), the
undersigned shall have provided Richemont with notice and the opportunity to
exercise its right of first offer over such shares to be sold by the undersigned
in accordance with Section 4.H of Amendment No. 1 to the Joint Venture Agreement
of NAR Group Limited dated June 13, 1997 ("Amendment No. 1") and, if Richemont
shall not have exercised such right (the "Right"), then this proxy shall
terminate with regard to such Subject Shares, it being understood that the
Subject Shares are to be treated as the last shares of Hanover Common Stock sold
by Evansville from its holdings thereof. If the undersigned completes a sale of
all or less than all of the Subject Shares in accordance with the provisions of
this paragraph and Amendment No. 1 and after providing Richemont with notice and
the opportunity to exercise its Right with regard to the Subject Shares and
Richemont shall not have exercised such Right, then, upon completion of such
sale, this proxy shall terminate with regard to such Subject Shares and the
total number of Subject Shares shall be reduced accordingly and this proxy shall
terminate in the case of the sale of all the Subject Shares.
EVANSVILLE LIMITED
By:___________________________
Name:
Title:
Dated: June 1, 1998
This proxy with respect to the above-mentioned shares is recognized and
acknowledged by the undersigned.
WARBURG PINCUS ASSET MANAGEMENT, INC.
By:_________________________
Name/Title:
Dated:
<PAGE> 1
Page 14 of 18 Pages
EXHIBIT C
RICHEMONT FINANCE S.A.
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Kurt Nauer Director Business Executive, 35 Boulevard
Richemont Finance Prince Henri
S.A. L 1724 Luxembourg
Eloy Michotte Director Business Executive, 15 Hill Street
Richemont London W1X7FB
International Ltd. England
Jan du Plessis Finance Business Executive, Chalfont House
Director Rothmans International Oxford Road
Limited Upbridge
Middlesex UB9 4DU
England
Alan Grieve Director Business Executive, Rigistrasse 2
Compagnie Financiere Zug 6300
Richemont AG Switzerland
Yves Prussen Director Attorney, 2 Place Winston
Elvinger Hoss & Churchill
Prussen BP 425 L2014
Luxembourg
</TABLE>
<PAGE> 2
Page 15 of 18 Pages
RICHEMONT S.A.
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Johann P. Rupert Executive Business Executive, Rupert International
Chairman Rupert (Pty) Ltd
International Alexander Street 34
p.l.c. Stellenbosch 7600
Republic of South
Africa
Eloy Michotte Executive Business Executive, 15 Hill Street
Director Richemont London WIX 7FB
International, Ltd. England
Jan du Plessis Finance Business Executive, Chalfont House
Director Rothmans Oxford Road
International Limited Upbridge
Middlesex UB9 4DU
England
Alan G. Quasha Director Business Executive, 127 East 73rd Street
Quadrant New York, NY 10021
Management, Inc.
Howard M.S. Tanner Executive Business Executive, 15 Hill Street
Director Richemont London W1X 7FB
International, Ltd. England
Joseph Kanoui Executive Business Executive, 6 Boulevard
Director Vendome Luxury James-Fazy
Group, SA 1201 Geneva
Switzerland
Jean-Paul Aeschimann Director Attorney, Lenz & Grand Rue 25
Staehelin 1204 Geneva
Switzerland
Frederick Mostert Director Attorney, Richemont 15 Hill Street
International, Ltd. London W1X 7FB
England
</TABLE>
<PAGE> 3
Page 16 of 18 Pages
COMPAGNIE FINANCIERE RICHEMONT AG
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- ---------
<S> <C> <C> <C>
Dr. Nikolaus Senn Chairman Banker, Union Bank Bahnhofstrasse 45
of the of Switzerland 8001 Zurich
Board of Switzerland
Directors
Jean-Paul Aeschimann Deputy Attorney, Lenz & Grand Rue 25
Chairman Staehelin 1204 Geneva
of the Switzerland
Board of
Directors
Johann P. Rupert Managing Business Executive, Rupert International
Director Rupert (Pty) Ltd
International (Pty) Alexander Street 34
Ltd Stellenbosch 7600
Republic of South
Africa
Jan du Plessis Finance Business Executive, Chalfont House
Director Rothmans Oxford Road
International Limited Upbridge
Middlesex UB9 4DU
England
Joseph Kanoui Director Business Executive, 6 Boulevard James
Vendome Luxury Fazy
Group SA 1201 Geneva
Switzerland
Yves-Andre Istel Director Vice Chairman 1251 Avenue of the
Rothschild, Inc. Americas, 51st Floor
New York, NY 10020
Lord Renwick Director Business Executive, c/o Robert Fleming
Robert Fleming & Company Ltd.
& Company Ltd. 25 Copthall Avenue
London
England
</TABLE>
<PAGE> 4
Page 17 of 18 Pages
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- ---------
<S> <C> <C> <C>
William Ryan Director Business Executive, Denham Place
Rothmans International Village Road
p.l.c. Denham Uxbridge
Middlesex UB9 5BL
England
</TABLE>
<PAGE> 5
Page 18 of 18 Pages
COMPAGNIE FINANCIERE RUPERT
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Johann P. Rupert Managing Business Executive, Rupert International
Partner Rupert (Pty) Ltd.
International (Pty) Alexander Street 34
Ltd Stellenbosch 7600
Republic of South
Africa
</TABLE>
