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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.: *
Name of Issuer: Hanover Direct, Inc.
Title of Class of Securities: Common Stock, $0.66 2/3 par value
CUSIP Number: 410783104
(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, 1999
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.: 410783104
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:
626,000
8. Shared Voting Power:
42,649,350
9. Sole Dispositive Power:
626,000
10. Shared Dispositive Power:
42,649,350
11. Aggregate Amount Beneficially Owned by Each Reporting Person
43,275,350
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
20.48%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Basil P. Regan (the "Reporting Person") in the Common Stock,
$0.66 2/3 par value (the "Shares"), of Hanover Direct, Inc. (the
"Issuer") of 20.48% of the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, $0.66 2/3 par
value, in Hanover Direct, Inc.
The name and address of the principal executive and
business office of the Issuer is:
Hanover Direct, Inc.
1500 Harbor Blvd.
Weehawken, New Jersey 07087
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Person. The Reporting Person is the general partner of
Regan Partners, L.P., a New Jersey limited partnership
(the "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, two
of which hold Shares of the Issuer (the "managed
accounts").
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
The Reporting Person has not, 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.
The Reporting Person is a citizen of the United States
of America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 43,275,350 Shares. All 43,275,350
Shares are held by either the Partnership, the
International Fund, the managed accounts, the Reporting
Person or an account over which the Reporting Person has
investment discretion. All of the Shares were purchased
in open market transactions. The Shares were purchased
for an aggregate purchase price of $104,572,819. The
funds for the purchase of the Shares held in the
Partnership, the International Fund, the managed
accounts and the account over which the Reporting Person
has investment discretion have come from the working
capital of the Partnership, the International Fund, the
managed accounts or the account over which the Reporting
Person has investment discretion. The funds for the
purchase of the Shares held by the Reporting Person came
from the Reporting Person's own funds. No funds were
borrowed to purchase any of the Shares.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Person were acquired for, and are being held
for, investment purposes. The Reporting Person has no
plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 43,275,350 Shares. Based on
the Issuer's filing on Form 10-Q on September 25, 1999,
as of November 3, 1999 there were 211,255,301 Shares
outstanding. Therefore, the the Reporting Person is
deemed to beneficially own 20.48% of the outstanding
Shares. The Reporting Person has the sole or shared
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that he is deemed to
beneficially own. All transactions in the Shares
effected by the Reporting Person during the sixty days
prior to January 1, 2000 through the date of this filing
were effected in open-market transactions and are set
forth in Exhibit A hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Person has no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person during
the 60 days prior to January 20, 2000 through the
date of this filing is filed herewith as Exhibit A.
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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.
/s/ Basil P. Regan
_________________________________
Basil P. Regan
January 20, 2000
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
11/29/99 3.512 40,000
11/30/99 3.802 33,400
12/1/99 3.744 15,000
12/10/99 2.969 15,000
12/13/99 3.250 25,000
12/14/99 3.347 25,000
12/17/99 3.175 4,000
12/20/99 3.188 25,000
12/20/99 3.137 21,100
12/21/99 3.156 25,000
12/21/99 3.188 17,600
12/22/99 3.194 45,000
12/23/99 3.188 15,000
12/23/99 3.173 27,700
12/27/99 3.121 24,300
12/28/99 3.342 40,000
12/28/99 3.342 15,000
12/29/99 3.567 105,300
12/30/99 3.600 200,000
12/30/99 3.641 100,000
12/30/99 3.625 50,000
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12/30/99 3.625 98,600
12/31/99 3.630 850,000
12/31/99 3.625 325,000
12/31/99 3.625 100,000
12/31/99 3.616 25,000
12/31/99 3.625 300,000
12/31/99 3.625 15,000
12/31/99 3.625 25,000
12/31/99 3.580 55,000
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01394002.AO9
