<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 20)
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 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 that 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(b) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 9 Pages
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CUSIP NO. 440506 10 3 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
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
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ___
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin
Islands
- --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER None
OF --------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,946,098 shares*
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING --------------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 1,946,098 shares*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,098 shares*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO, HC
- --------------------------------------------------------------------------------
*See Item 5.
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CUSIP NO. 440506 10 3 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Alan Grant Quasha, S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(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 8 SHARED VOTING POWER 1,946,098 shares*
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING --------------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 1,946,098 shares*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,098 shares*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ___
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
- --------------------------------------------------------------------------------
*See Item 5.
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CUSIP NO. 440506 10 3 13D Page 4 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 20 to Statement on Schedule 13D (the
"Amendment"), 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, 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 - 19 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 is a director of the Issuer. NAR's stockholders, Richemont Finance
S.A. ("Richemont"), Evansville Limited ("Evansville") and Mr. Quasha, may be
deemed to jointly control NAR. Richemont may be deemed to be controlled, through
intermediate entities (Richemont S.A. and Compagnie Financiere Richemont AG), by
Compagnie Financiere Rupert. Evansville may be deemed to be controlled by the
Phyllis Quasha Revocable Trust (the "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, Richemont S.A., Compagnie Financiere Richemont AG, Compagnie
Financiere Rupert, 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.
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
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CUSIP NO. 440506 10 3 13D Page 5 of 9 Pages
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 by the Reporting Persons 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 or Other Consideration
Inapplicable.
Item 4. Purpose of Transaction.
Inapplicable.
Item 5. Interest in Securities of the Issuer.
(a)&(b) The Issuer has 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 an aggregate of 1,946,098 shares of Common Stock. Pursuant to
Rule 13d-3(d)(1)(i), such 1,946,098 shares of Common Stock constitute an
aggregate of approximately 0.95% 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) Pursuant to a Letter Agreement (the "Letter Agreement") dated
June 1, 1998 by and among Richemont, Evansville,
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CUSIP NO. 440506 10 3 13D Page 6 of 9 Pages
NAR and Mr. Quasha, NAR transferred to Richemont, Evansville and Mr. Quasha,
the shareholders of NAR, certain of its holdings of cash, Common Stock and the
common stock of certain other corporations in a transaction involving a pro rata
dividend granted by NAR to its shareholders and a redemption by NAR of its
shares of preferred stock held by Richemont. An aggregate of 87,606,072 shares
of Common Stock were distributed by NAR to Richemont, Evansville and Mr. Quasha.
Richemont received 56,456,197 shares of Common Stock, Evansville received
30,713,770 shares of Common Stock and Mr. Quasha received 436,098 shares of
Common Stock. NAR retained 1,510,000 shares of Common Stock which are subject of
certain options granted by NAR to Rakesh K. Kaul, the Chief Executive Officer of
the Issuer. Pursuant to the Letter Agreement, NAR and Quadrant Group Limited
sold to Richemont for $4,757,350.38 in cash warrants to acquire up to an
aggregate of 5,646,490 shares of Common Stock.
Pursuant to the Letter Agreement, with respect to 12,111,565 shares
of the Common Stock distributed by NAR to Evansville, Evansville has granted to
Richemont an irrevocable proxy to vote such shares, 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, the Instruction C Persons or any of the persons named in Exhibit B
(previously filed).
(d) Inapplicable.
(e) On June 1, 1998, upon consummation of the transactions described
in subsection 5(c) above, NAR ceased to be the beneficial owner of more than
five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities
of the Issuer.
Reference is hereby made to Items 3 and 4 of the Amended Statement
for a description of certain contracts, arrangements, understandings and
relationships relating to the securities of the Issuer. Except as described
therein and in the paragraph below, 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.
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CUSIP NO. 440506 10 3 13D Page 7 of 9 Pages
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 warrants held by it for 5,646,490 shares of Common
Stock pursuant to Paragraph 1 of the Letter Agreement and, if such warrants are
not exercised, the shares subject to the proxy shall be 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 KK: Irrevocable Proxy for Voting of Shares of Common Stock
of Hanover Direct, Inc., granted by Evansville to Richemont on June 1, 1998.
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CUSIP NO. 440506 10 3 13D Page 8 of 9 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 11, 1998
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, its
Attorney-In-Fact
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CUSIP NO. 440506 10 3 13D Page 9 of 9 Pages
EXHIBIT KK
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:
