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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.: 2
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.,
600 Madison Avenue, 26th Floor
New York, New York 10022; (212) 317-1646
(Date of Event which Requires Filing of this Statement)
October 31st, 2000
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
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:
0
8. Shared Voting Power:
22,586,700
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
22,586,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,586,700
2
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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)
10.6%
14. Type of Reporting Person
PN
3
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CUSIP No.: 410783104
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Regan International Fund Limited
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
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
0
8. Shared Voting Power:
10,602,300
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
10,602,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,602,300
4
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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)
5.0%
14. Type of Reporting Person
PN
5
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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:
104,062
8. Shared Voting Power:
38,758,850
9. Sole Dispositive Power:
104,062
10. Shared Dispositive Power:
38,758,850
11. Aggregate Amount Beneficially Owned by Each Reporting Person
38,758,850
6
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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)
18.1%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is (i) to report that Basil P. Regan is no longer a
director of the Issuer (as defined below), and (ii) to report
that the classification of the type of the ownership of Regan
Partners, L.P. (the "Partnership"), Regan International Fund
Limited (the "International Fund") and Basil P. Regan (together
with the Partnership and the International Fund, the "Reporting
Persons") in the Common Stock, $0.66 2/3 par value (the
"Shares"), of Hanover Direct, Inc. (the "Issuer") could be deemed
to have changed from passive to active due to certain actions
taken by, and on behalf of, the Reporting Persons in recent days
and discussed in Item 4 below.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transactions
On October 31st, 2000, Mr. Regan sent a letter to the
Board of Directors of the Issuer in which he registered
his discontent with the management of the Issuer.
Item 5. Interest in Securities of Issuer
No change.
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. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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2. A description of the transactions in the
Shares that were effected by the Reporting
Person during the 60 days prior to October
31st, 2000 through November 30th, 2000 is
filed herewith as Exhibit B.
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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
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, President
BASIL P. REGAN
/s/ Basil P. Regan
_________________________________
Basil P. Regan
December 6, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
December 6, 2000 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
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, President
BASIL P. REGAN
/s/ Basil P. Regan
_______________________________
Basil P. Regan
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Exhibit B
Schedule of Transactions
Date Price Per Share Number of Shares
09-05-00 .7215 300,000
09-05-00 .6535 300,000
10-20-00 .4575 150,000
10-20-00 .3591 150,000
11-09-00 .4800 75,000
11-10-00 .4206 50,000
11-13-00 .3566 121,200
11-13-00 .3530 50,000
11-14-00 .3565 100,000
11-14-00 .3530 50,000
11-15-00 .3530 50,000
11-15-00 .3701 97,000
11-16-00 .2969 550,000
11-16-00 .2404 468,600
11-16-00 .2367 200,000
11-17-00 .2208 150,000
11-17-00 .2359 100,000
11-17-00 .2375 51,500
11-20-00 .2375 690,000
11-21-00 .2359 100,000
11-21-00 .2388 920,000
11-22-00 .2367 200,000
11-24-00 .2361 116,700
11-28-00 .2375 150,000
11-29-00 .2375 200,000
11-30-00 .2375 200,000
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01394002.AP8
