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): SEPTEMBER 3, 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 or about September 3, 2003, representatives of Hanover Direct, Inc.,
a Delaware corporation (the "Company"), became aware that Richemont Finance S.A.
("Richemont") and Chelsey Direct, LLC ("Chelsey") had failed to disclose or file
in their respective Statements on Schedule 13D the existence of an Escrow
Agreement, dated as of July 2, 2003 (the "Escrow Agreement"), by and among
Richemont, Chelsey and JPMorgan Chase Bank, as escrow agent (the "Escrow
Agent"), and the side letter referred to therein, dated as of May 19, 2003 (the
"Side Letter"), by and between Richemont and Chelsey. Pursuant to the terms of
the Side Letter, these documents formed "an integral part of the consideration
for, and ... a material inducement for the parties to enter into," the Purchase
and Sale Agreement, dated as of May 19, 2003, between Richemont and Chelsey
which is the subject of Richemont and Chelsey's 13D filings. By letter dated
September 3, 2003 to the parties respective counsel, the Company urged Richemont
and Chelsey to amend their respective Statements on Schedule 13D accordingly.
While by letter dated September 8, 2003 from Chelsey's counsel, Chelsey has
indicated to the Company that it intends to file the Escrow Agreement and the
Side Letter as exhibits to its next Schedule 13D amendment, the Company believes
that the parties' failure to disclose and file these documents is so significant
that it is filing this Current Report on Form 8-K to make sure disclosure is, in
fact, made.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Escrow Agreement, dated as of July 2, 2003, by and among Richemont Finance
S.A., Chelsey Direct, LLC and JPMorgan Chase Bank, as escrow agent.
99.2 Side Letter, dated as of May 19, 2003, by and between Richemont Finance
S.A. and Chelsey Direct, LLC.
99.3 Letter, dated September 2, 2003, from counsel to Chelsey Direct, LLC to
counsel to Hanover Direct, Inc.
99.4 Letter, dated September 3, 2003, from counsel to Hanover Direct, Inc. to
counsel to Chelsey Direct, LLC and Richemont Finance S.A.
99.5 Letter, dated September 4, 2003, from counsel to Hanover Direct, Inc. to
counsel to Chelsey Direct, LLC.
99.6 Letter, dated September 8, 2003, from counsel to Chelsey Direct, LLC to
counsel to Hanover Direct, Inc.
99.7 Letter, dated September 9, 2003, from counsel to Hanover Direct, Inc. to
counsel to Chelsey Direct, LLC.
ITEM 9. REGULATION FD DISCLOSURE.
The Company's counsel has sent letters, dated September 3, 4 and 9,
2003, to Chelsey's counsel raising certain issues with respect to Chelsey's
Statement on Schedule 13D, as amended, and certain related matters. Copies of
such letters are attached as Exhibits 99.4, 99.5 and 99.7, respectively, and
incorporated herein by reference. The Company's counsel has received letters,
dated September 2 and 8, 2003, from Chelsey's counsel responding to its
correspondence of August 14, 2003 and September 3 and 4, 2003. Copies of such
letters are attached as Exhibits 99.3 and 99.6, respectively, 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)
September 9, 2003 By: /s/ Edward M. Lambert
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Name: Edward M. Lambert
Title: Executive Vice President and
Chief Financial Officer