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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: Hanover Direct, Inc.
Title of Class of Securities: Common Stock, $0.66 2/3 par value
CUSIP Number: 440506 10 3
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street
New York, New York 10017; (212) 661-3442
(Date of Event which Requires Filing of this Statement)
December 31, 1997
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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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
Regan Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
11,380,100
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11,380,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,380,100
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)
5.69%
14. Type of Reporting Person
PN
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
Basil P. Regan
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
11,750,000
8. Shared Voting Power:
6,416,800
9. Sole Dispositive Power:
11,750,000
10. Shared Dispositive Power:
6,416,800
11. Aggregate Amount Beneficially Owned by Each Reporting Person
18,166,800
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)
9.08%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 3 to the previously filed
Schedule 13D is to report that the deemed beneficial ownership of
Basil P. Regan in the Common Stock, $0.66 2/3 par value (the
"Shares"), of Hanover Direct, Inc. (the "Issuer") has increased
from 7.93% to 9.08% of the Shares outstanding and to report that
Regan Partners, L.P. (the "Partnership" and, together with Mr.
Regan, the "Reporting Persons") is the beneficial owner of 5.69%
of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Persons. Mr. Regan is the general partner of the
Partnership and is a general partner of Athena Partners,
L.P.("Athena"), each of which is a New Jersey limited
partnership, and is the principal of Regan Fund
Management Ltd., a New York corporation. Regan Fund
Management Ltd. is the investment manager of Regan
International Fund Limited, a British Virgin Islands
Corporation (the "International Fund"), and has
investment discretion over certain managed accounts, one
of which holds Shares of the Issuer (the "managed
account").
None of the Reporting Persons nor any of the entities
named above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the
Reporting Persons nor any of the entities named above
has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction which resulted in 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 violations with
respect to such laws.
Mr. Regan is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 11,380,100
Shares and Basil P. Regan is deemed to beneficially own
18,166,800 Shares. All 18,166,800 Shares are held by
either the Partnership, Athena, the International Fund,
the managed account, Mr. Regan or an account over which
Mr. Regan has investment discretion. All of the Shares
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were purchased in open market transactions. The Shares
deemed to beneficially owned by Mr. Regan that have been
purchased since the most recent filing on Schedule 13D
were purchased for an aggregate purchase price of
$5,880,100.70. The 11,380,100 Shares owned by the
Partnership were purchased for an aggregate purchase
price of $17,824,786.80. The funds for the purchase of
the Shares held in the Partnership, Athena, the
International Fund, the managed account or the account
over which Mr. Regan has investment discretion have come
from the working capital of the Partnership, Athena, the
International Fund, the managed account or the account
over which Mr. Regan has investment discretion. The
funds for the purchase of the Shares held by Mr. Regan
came from Mr. Regan's own funds. No funds were borrowed
to purchase any of the shares.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 11,380,100
Shares and Basil P. Regan is deemed to be the beneficial
owner of 18,166,800 Shares. Based on the Issuer's
filing on Form 10-Q on November 12, 1997, as of
November 4, 1997 there were 200,000,553 Shares
outstanding. Therefore, the Partnership owns 5.69% and
Basil P. Regan is deemed to beneficially own 9.08% of
the outstanding Shares. The Reporting Persons have the
sole or shared power to vote, direct the vote, dispose
of or direct the disposition of all the Shares that they
are deemed to beneficially own. All transactions in the
Shares effected by the Reporting Persons since the most
recent filing on Schedule 13D through the date of this
filing were effected in open-market transactions and are
set forth in Exhibit B hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. A joint filing agreement is filed herewith as
Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
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Persons since the most recent filing on
Schedule 13D through the date of this filing.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_____________________________
Basil P. Regan, General Partner
/s/ Basil P. Regan
_________________________________
Basil P. Regan
January 6, 1998
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AGREEMENT
The undersigned agree that this Schedule 13D dated
January 6, 1998 relating to the Common Stock of Hanover
Direct, Inc. shall be filed on behalf of the undersigned.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_____________________________
Basil P. Regan, General Partner
/s/ Basil P. Regan
_________________________________
Basil P. Regan
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01394002.AH7
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
12/3/97 $2.4375 25,000
12/3/97 2.469 75,000
12/4/97 2.3815 25,000
12/4/97 2.445 25,000
12/5/97 2.4375 25,000
12/8/97 2.4375 37,400
12/9/97 2.4375 25,600
12/9/97 2.406 25,000
12/10/97 2.4375 50,000
12/10/97 2.4265 25,000
12/11/97 2.417 25,000
12/11/97 2.375 25,000
12/12/97 2.4375 75,000
12/12/97 2.428 24,700
12/15/97 2.4375 75,000
12/16/97 2.375 25,000
12/17/97 2.4375 50,000
12/18/97 2.3125 25,000
12/18/97 2.429 25,000
12/18/97 2.375 25,000
12/19/97 2.375 75,000
12/19/97 2.354 25,000
12/19/97 2.325 25,000
12/22/97 2.25 50,000
12/22/97 2.2875 25,000
12/22/97 2.267 15,800
12/23/97 2.346 25,000
12/23/97 2.309 50,000
12/24/97 2.3725 100,000
12/26/97 2.4375 25,000
12/26/97 2.412 25,000
12/29/97 2.407 50,000
12/29/97 2.4375 25,000
12/30/97 2.5 25,000
12/30/97 2.5625 25,000
12/30/97 2.473 44,400
12/30/97 2.4375 50,000
12/30/97 2.539 75,300
12/31/97 2.639 50,000
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01394002.AH7
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12/31/97 2.6875 209,600
12/31/97 2.875 169,500
12/31/97 2.731 183,600
12/31/97 2.75 200,000
1/2/98 2.75 25,000
1/5/98 2.8125 25,000
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01394002.AH7
