SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 7, 2003
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HANOVER DIRECT, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1-08056
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(COMMISSION FILE NUMBER)
DELAWARE 13-0853260
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
115 RIVER ROAD
EDGEWATER, NEW JERSEY 07020
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On Thursday, August 7, 2003 representatives of Chelsey Direct, LLC
("Chelsey") attended a regularly scheduled meeting of the Board of Directors of
Hanover Direct, Inc., a Delaware corporation (the "Company"), at the invitation
of management of the Company endorsed by its Board of Directors. Senior
management of the Company was also present at the meeting. The Company had
requested that Chelsey make a brief (15-20 minute) presentation to the Board
solely with respect to the following:
1. Chelsey's vision and proposed plan for value creation opportunities
at the Company above and beyond those currently articulated by management
in its recent SEC filings and other public statements; and
2. Chelsey's specific proposal for the terms of an exchange offer by
which the Series B Preferred Stock would be exchanged for Common Stock of
the Company and/or Chelsey's specific counteroffer to the Company's July
7, 2003 proposal.
The Company wanted to afford Chelsey the opportunity to speak directly to the
entire Board of Directors and senior management of the Company and articulate
how Chelsey's approach would benefit all the Company's stakeholders.
At the meeting, Chelsey's representatives delivered to the Company a
document entitled "Recapitalization of Hanover Direct, Inc. Summary of Terms"
attached as Exhibit 99.1 hereto (the "Proposal") and made a presentation to the
Board of Directors regarding the Proposal. That presentation was purportedly
summarized in Chelsey's Amendment No. 3 to Schedule 13D as Exhibit E.
The approval of the Company's secured lender, Congress Financial
Corporation, is required for the Proposal. The Company strongly believes that
any such proposal should also be submitted to shareholders for their prior
approval.
The Company's Board of Directors referred the Proposal to its Transactions
Committee for consideration with a view towards making a recommendation to the
Board of Directors. The Transactions Committee, composed of independent
directors of the Company, provides assistance to the directors in fulfilling
their responsibility to the shareholders by recommending appropriate actions to
the Board of Directors on matters which require Board approval, including
material transactions with shareholders owning more than ten percent (10%) of
the voting securities of the Company. The Transactions Committee has engaged
financial advisors and counsel to assist it in its deliberations with respect
to the Proposal. Of necessity, the Transactions Committee and the Board of
Directors will need time to properly consider and respond to the Proposal.
The Court has yet to decide who is the rightful owner of the 29,446,888
shares of Common Stock of the Company and the 1,622,111 shares of Series B
Participating Preferred Stock of the Company sold by Richemont Finance S.A.
("Richemont") to Chelsey Direct, LLC on or about May 19, 2003. The Company has
agreed to the temporary registration of the Shares in Chelsey's name, pending
the resolution of certain litigation between the Company, Chelsey and Richemont
described in the Company's Current Reports on Form 8-K filed with the SEC on
July 17, 2003 and August 1, 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 "Recapitalization of Hanover Direct, Inc. Summary of Terms" of Chelsey
Direct, LLC.
99.2 Letter, dated August 14, 2003, from counsel to Hanover Direct, Inc. to
counsel to Chelsey Direct, LLC.
ITEM 9. REGULATION FD DISCLOSURE.
The Company's counsel has sent a letter, dated August 14, 2003, to
Chelsey's counsel raising certain issues with respect to Chelsey's Amendment No.
3 to Schedule 13D. A copy of such letter is attached as Exhibit 99.2 and
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HANOVER DIRECT, INC.
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(Registrant)
August 14, 2003 By: /s/ Thomas C. Shull
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Name: Thomas C. Shull
Title: Chairman, President and
Chief Executive Officer