<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Hanover Direct, Inc.
--------------------------------
(Name of Issuer)
Common Stock, $0.66 2/3 par value
-------------------------------
(Title of Class of Securities)
440506 10 3
--------------------------------
(CUSIP Number)
Mr. Kurt Nauer Robert P. Wessely, Esq.
Richemont Finance S.A. Dorsey & Whitney LLP
35 Boulevard Prince Henri 250 Park Avenue
L 1724 Luxembourg New York, New York 10177
011-352-227-252 (212) 415-9200
---------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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 which 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(g), for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 19 Pages
<PAGE> 2
CUSIP No. 440506 10 3 13D Page 2 of 19 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richemont Finance S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares *
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.0% (48.9% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO
* See item 5
<PAGE> 3
CUSIP No. 440506 10 3 13D Page 3 of 19 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richemont Holdings S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares *
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.0% (48.9% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO, HC
* See item 5
<PAGE> 4
CUSIP No. 440506 10 3 13D Page 4 of 19 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Richemont S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.0% (48.9% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO, HC
* See item 5
<PAGE> 5
CUSIP No. 440506 10 3 13D Page 5 of 19 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Compagnie Financiere Richemont AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.0% (48.9% sole dispositive power)*
14. TYPE OF REPORTING PERSON
CO, HC
* See item 5
<PAGE> 6
CUSIP No. 440506 10 3 13D Page 6 of 19 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)
Compagnie Financiere Rupert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7. SOLE VOTING POWER
SHARES 112,084,623 shares*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,510,000 shares*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 102,790,657 shares*
WITH
10. SHARED DISPOSITIVE POWER
1,510,000 shares*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,594,623 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.0% (48.9% sole dispositive power)*
14. TYPE OF REPORTING PERSON
PN
* See item 5
<PAGE> 7
CUSIP No. 440506 10 3 13D Page 7 of 19 Pages
Item 1. Security and Issuer
This Amendment No. 3 to Statement on Schedule 13D, filed with respect to
events that occurred on July 31, 1998, relates to shares of Common Stock, par
value $0.66 2/3 per share (the "Common Stock"), of Hanover Direct, Inc., a
Delaware corporation (the "Issuer"), 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 filed on June
16, 1997.
Item 2. Identity and Background
(a) - (c) and (f) This Statement on Schedule 13D is filed on behalf of
Richemont Finance S.A. ("Richemont"), Richemont S.A., Compagnie Financiere
Richemont AG, Compagnie Financiere Rupert and Richemont Holdings S.A. (the
"Reporting Persons"). The following table sets forth the name, the State or
other place or organization, the principal business, the address of such
principal business and the address of the principal office of each of the
Reporting Persons.
NAME: RICHEMONT FINANCE S.A.
State of organization: Luxembourg
Principal business: Finance affiliate of Compagnie
Financiere Richemont AG, a Swiss public
company with interests primarily in the
fields of luxury goods and tobacco products
Address of principal business: 35 Boulevard Prince Henri
L 1724 Luxembourg
Address of principal office: 35 Boulevard Prince Henri
L 1724 Luxembourg
NAME: RICHEMONT HOLDINGS S.A.
State of organization: Luxembourg
Principal business: Holding Company
Address of principal business: 35 Boulevard Prince Henri
L 1724 Luxembourg
Address of principal office: 35 Boulevard Prince Henri
L 1724 Luxembourg
NAME: RICHEMONT S.A.
State of organization: Luxembourg
Principal business: A publicly traded Affiliate of Compagnie
Financiere Richemont AG, a Swiss public
company with interests primarily in the
fields of luxury goods and tobacco products
Address of principal business: 35 Boulevard Prince Henri
L 1724 Luxembourg
Address of principal office: 35 Boulevard Prince Henri
L 1724 Luxembourg
<PAGE> 8
CUSIP No. 440506 10 3 13D Page 8 of 19 Pages
NAME: COMPAGNIE FINANCIERE RICHEMONT
AG
State of Organization: Switzerland
Principal business: A Swiss public company with interests
primarily in the fields of luxury goods
and tobacco products
Address of principal business: Rigistrasse 2
6300 Zug Switzerland
Address of principal office: Rigistrasse 2
6300 Zug Switzerland
NAME: COMPAGNIE FINANCIERE RUPERT
State of organization: Switzerland
Principal business: A partnership limited by shares, the
principal business of which is the
holding of investments
Address of principal business: Rigistrasse 2
6300 Zug Switzerland
Address of principal office: Rigistrasse 2
6300 Zug Switzerland
The name, citizenship, business address and present principal occupation
or employment of each executive officer and director of the Reporting Persons,
as well as the name, principal business and address of the corporation or other
organization in which such occupation or employment is conducted, are set forth
in Exhibit A.
(d) - (e) During the five years prior to the date hereof, none of the
Reporting Persons nor, to the best of their knowledge, any executive officer or
director of the Reporting 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.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Letter Agreement (the "Letter Agreement") dated June 1, 1998
by and among NAR Group Limited ("NAR") and NAR's shareholders, Richemont,
Evansville Limited ("Evansville") and Alan G. Quasha, NAR sold to Richemont
warrants (the "Warrants") to acquire up to an aggregate of 5,646,490 shares of
Common Stock. On July 31, 1998, Richemont exercised the Warrants to purchase
<PAGE> 9
CUSIP No. 440506 10 3 13D Page 9 of 19 Pages
the 5,646,490 shares of Common Stock for an aggregate purchase price of
$13,640,796.21, which funds were provided from Richemont's working capital.
Item 4. Purpose of the Transaction
The Reporting Persons have exercised the Warrants to purchase the
5,646,490 shares of Common Stock as an investment in the Issuer. Except as
described in this Item 4 and elsewhere in this Schedule 13D, the Reporting
Persons do not have any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, as amended; or (j) any action similar to those enumerated
above. In the future, however, the Reporting Persons reserve the right to adopt
such plans or proposals.
Item 5. Interest in Securities of the Issuer
(a) and (b). The beneficial ownership of the Reporting Persons other than
Richemont is indirect through Richemont. The Issuer reported a total of
204,646,298 shares of Common Stock issued and outstanding as of June 27, 1998.
Pursuant to Rule 13d-3, the Reporting Persons may be deemed to beneficially own
113,594,623 shares, or 54.0% of the outstanding Common Stock (taking into
account the issuance of an additional 5,646,490 shares of common stock in
connection with the exercise of the Warrants, and including, as described below,
9,293,966 shares subject to the proxy described below and 1,510,000 shares owned
by NAR, of which Richemont is a shareholder). For purposes of Section 13(d), the
Reporting Person may be deemed to have sole power to vote 112,084,623 of such
shares and sole power to dispose of 102,790,657 of such shares (which shares
with sole dispositive power constitute 48.9% of the outstanding Common Stock).
The 9,293,966 shares with respect to which the Reporting Persons may be deemed
to have sole voting but not dispositive power are beneficially owned by
Evansville and are subject to the proxy granted by Evansville described under
Item 6. Prior to the exercise of the Warrants, such proxy
<PAGE> 10
CUSIP No. 440506 10 3 13D Page 10 of 19 Pages
covered 12,111,565 shares. Due to the exercise of the Warrants, such proxy now
covers 9,293,966 shares of Common Stock. In addition, the Reporting Persons may
be deemed to have shared voting and shared dispositive power with respect to the
1,510,000 shares of Common Stock owned by NAR, which shares are subject to
options granted by NAR to the Chief Executive Officer of the Issuer. The
Reporting Persons disclaim beneficial ownership of the shares owned by
Evansville which are subject to the proxy and to the 1,510,000 shares owned by
NAR.
(c) As described in Item 3 above, on July 31,1998, Richemont exercised the
Warrants to acquire 5,646,490 shares of Common Stock for the aggregate exercise
price of $13,640,796.21. Evansville has granted to Richemont an irrevocable
proxy to vote certain shares of Common Stock, 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, any of their respective officers and directors.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Reference is hereby made to Items 3, 4 and 5 of this amended Statement on
Schedule 13D for a description of certain contracts, arrangements,
understandings and relationships relating to the securities of the Issuer.
Except as described therein and in this Item 6, 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.
Pursuant to the Letter Agreement, Evansville granted to Richemont a proxy
to vote 12,111,565 shares of Common stock held by Evansville. Pursuant to the
terms of the proxy, upon Richemont's exercise of the Warrants held by it, the
number of shares of Common Stock subject to the proxy has been reduced, and
Richemont now holds a proxy to vote 9,293,966 shares of Common Stock.
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
<PAGE> 11
CUSIP No. 440506 10 3 13D Page 11 of 19 Pages
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 A. Information Concerning Reporting Persons' Officers and
Directors.
Signatures
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Date: August 6, 1998
RICHEMONT FINANCE S.A.
By: /s/ Robert P. Wessely
-------------------------------
Robert P. Wessely, its
Attorney-in-Fact
RICHEMONT HOLDINGS S.A.
By: /s/ Robert P. Wessely
-------------------------------
Robert P. Wessely, its
Attorney-in-Fact
RICHEMONT S.A.
By: /s/ Robert P. Wessely
-------------------------------
Robert P. Wessely, its
Attorney-in-Fact
<PAGE> 12
CUSIP No. 440506 10 3 13D Page 12 of 19 Pages
COMPAGNIE FINANCIERE RICHEMONT AG
By: /s/ Robert P. Wessely
-------------------------------
Robert P. Wessely, its
Attorney-in-Fact
COMPAGNIE FINANCIERE RUPERT
By: /s/ Robert P. Wessely
-------------------------------
Robert P. Wessely, its
Attorney-in-Fact
<PAGE> 13
CUSIP No. 440506 10 3 13D Page 13 of 19 Pages
Exhibit Index
Exhibit A. Information Concerning Reporting Persons' Officers and Directors.
<PAGE> 1
CUSIP No. 440506 10 3 13D Page 14 of 19 Pages
EXHIBIT A
RICHEMONT FINANCE S.A.
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Kurt Nauer Director Business Executive, 35 Boulevard Prince Henri
Vendome Luxury L 1724 Luxembourg
Group SA
Eloy Michotte Director Business Executive, 15 Hill Street
Richemont London W1X7FB
International Ltd. England
Jan du Plessis Finance Business Executive, Chalfont House
Director Richemont Oxford Road
International Denham Uxbridge
Limited Middlesex UB9 4DU
England
Alan Grieve Director Business Executive, Rigistrasse 2
Compagnie Financiere Zug 6300
Richemont AG Switzerland
Yves Prussen Director Attorney, 2 Place Winston Churchill
Elvinger, Hoss & BP 425
Prussen L 2014 Luxembourg
</TABLE>
<PAGE> 2
CUSIP No. 440506 10 3 13D Page 15 of 19 Pages
RICHEMONT HOLDINGS S.A.
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Jan du Plessis Finance Business Executive, Chalfont House
Director Richemont Oxford Road
International Denham Uxbridge
Limited Middlesex UB9 4DU
England
Alan Grieve Director Business Executive, Rigistrasse 2
Compagnie 6300 Zug
Financiere Switzerland
Richemont AG
Yves Prussen Director Attorney, 2 Place Winston Churchill
Elvinger, Hoss & BP 425
Prussen L 2014 Luxembourg
Kurt Nauer Director Business Executive, 35 Boulevard Prince Henri
Vendome Luxury L 1724 Luxembourg
Group SA
</TABLE>
<PAGE> 3
CUSIP No. 440506 10 3 13D Page 16 of 19 Pages
RICHEMONT S.A.
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Johann P. Rupert Executive Business Executive, Rigistrasse 2
Chairman Companie Financiere 6300 Zug
Richemont AG Switzerland
Eloy Michotte Executive Business Executive, 15 Hill Street
Director Richemont London WIX 7FB
International, Ltd. England
Jan du Plessis Finance Business Executive, Chalfont House
Director Richemont Oxford Road
International Denham Uxbridge
Limited Middlesex UB9 4DU
England
Alan G. Quasha Director Business Executive, 720 Fifth Avenue
Quadrant 9th Floor
Management, Inc. New York, NY 10019
Howard M.S. Tanner Executive Business Executive, 15 Hill Street
Director Richemont London W1X 7FB
International, Ltd. England
Joseph Kanoui Executive Business Executive, 6 Boulevard James-Fazy
Director Vendome Luxury 1201 Geneva
Group, SA Switzerland
Jean-Paul Aeschimann Director Attorney, Lenz & 25 Grand Rue
Staehelin 1204 Geneva
Switzerland
Frederick Mostert Director Attorney, Richemont 15 Hill Street
International, Ltd. London W1X 7FB
England
</TABLE>
<PAGE> 4
CUSIP No. 440506 10 3 13D Page 17 of 19 Pages
COMPAGNIE FINANCIERE RICHEMONT AG
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Dr. Nikolaus Senn Chairman Banker, UBS AG Bahnhofstrasse 45
of the 8001 Zurich
Board of Switzerland
Directors
Jean-Paul Aeschimann Deputy Attorney, Lenz & 25 Grand Rue
Chairman Staehelin 1204 Geneva
of the Switzerland
Board of
Directors
Johann P. Rupert Managing Business Executive, Rigistrasse 2
Director Compagnie Financiere 6300 Zug
Richemony AG Switzerland
Jan du Plessis Finance Business Executive, Chalfont House
Director Richemont Oxford Road
International Denham Uxbridge
Limited Middlesex UB9 4DU
England
Joseph Kanoui Director Business Executive, 6 Boulevard James-Fazy
Vendome Luxury 1201 Geneva
Group SA Switzerland
Yves-Andre Istel Director Vice Chairman 1251 Avenue of the Americas
Rothschild, Inc. 51st Floor
New York, NY 10020
Lord Renwick Director Business Executive, 25 Copthall Avenue
Robert Fleming & London EC2R 7DR
Company Ltd. England
</TABLE>
<PAGE> 5
CUSIP No. 440506 10 3 13D Page 18 of 19 Pages
<TABLE>
<S> <C> <C> <C>
William Ryan Director Business Executive, Denham Place
Rothmans Village Road
International Denham Uxbridge
Middlesex UB9 5BL
England
</TABLE>
<PAGE> 6
CUSIP No. 440506 10 3 13D Page 19 of 19 Pages
COMPAGNIE FINANCIERE RUPERT
<TABLE>
<CAPTION>
Position
With Principal
Name Company Occupation Address
- ---- ------- ---------- -------
<S> <C> <C> <C>
Johann P. Rupert Managing Business Executive, Rigistrasse 2
Partner Compagnie Financiere 6300 Zug
Richemont AG Switzerland
</TABLE>
