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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.: 1
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)
March 1, 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:
8. Shared Voting Power:
23,903,700
9. Sole Dispositive Power:
10. Shared Dispositive Power:
23,903,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
23,903,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
11.2%
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:
8. Shared Voting Power:
12,348,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
12,348,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,348,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
5.8%
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:
626,000
8. Shared Voting Power:
42,843,850
9. Sole Dispositive Power:
626,000
10. Shared Dispositive Power:
42,843,850
11. Aggregate Amount Beneficially Owned by Each Reporting Person
43,469,850
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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)
20.4%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report 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") has changed: the ownership
of the Partnership is 11.2%; the International Fund is 5.8% and
the beneficial ownership of Basil P. Regan is 20.4% and to report
that on March 1, 2000, Basil P. Regan was elected to the Board of
Directors of the Issuer.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns 23,903,700
Shares; the International Fund owns 12,348,500 Shares;
and Basil P. Regan is deemed to beneficially own
43,469,850 Shares. All 43,469,850 Shares are held by
either the Partnership, the International Fund or Basil
P. Regan.
All of the Shares were purchased in open market
transactions by the Reporting Persons. The Shares were
purchased for an aggregate purchase price of
$105,156,009.
The funds for the purchase of the Shares held in the
Partnership and the International Fund, have come from
the working capital of the Partnership and the
International Fund. The funds for the purchase of the
Shares held by Basil P. Regan came from the Reporting
Person's own funds. No funds were borrowed to purchase
any of the Shares.
Item 4. Purpose of Transactions
No change.
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Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership owns 23,903,700
Shares, the International Fund owns 12,348,500 Shares
and Basil P. Regan is deemed to be the beneficial owner
of 43,469,850 Shares. Based on the Issuer's filing on
Form 10-K on March 24, 2000, as of March 17, 2000 there
were 213,308,946 Shares outstanding. Therefore, the
Partnership owns 11.2%, the International Fund owns 5.8%
and Basil P. Regan is deemed to beneficially own 20.4%
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 own or are deemed to beneficially own. All
transactions in the Shares effected by the Reporting
Persons during the sixty days prior to March 1, 2000
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. 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.
2. A description of the transactions in the
Shares that were effected by the Reporting
Person during the 60 days prior to March 1,
2000 through the date of this filing 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
April 13, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
April 13, 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
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
01/31/00 2.935 26,900
01/31/00 2.905 25,000
01/31/00 3.018 25,000
01/31/00 3.038 900
01/31/00 3.070 50,000
01/31/00 3.060 50,000
02/01/00 2.788 10,000
02/14/00 2.893 1,700
02/15/00 2.830 5,000
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01394002.AP5
