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 18, 2003
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 September 18, 2003, representatives of Chelsey Direct, LLC ("Chelsey")
attended a meeting with legal and financial advisors to the Transactions
Committee of the Board of Directors of Hanover Direct, Inc., a Delaware
corporation (the "Company"). Prior to the meeting, the Transactions Committee's
advisors delivered to Chelsey a document entitled "Recapitalization of Hanover
Direct, Inc. - Summary of Counteroffer Terms" attached as Exhibit 99.1 hereto
(the "Counterproposal"). The Counterproposal responds to the proposal made by
Chelsey to the Company (the "Proposal") at a meeting of the Board of Directors
held on August 7, 2003. A copy of the Proposal was attached as Exhibit 99.1 to
the Company's Current Report on Form 8-K, filed on August 14, 2003. Chelsey's
representatives did not accept the Counterproposal.
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 engaged financial advisors
and counsel to assist it in its deliberations with respect to any transaction
with Chelsey including the Proposal and the Counterproposal.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Recapitalization of Hanover Direct, Inc. - Summary of Counteroffer Terms
ITEM 9. REGULATION FD DISCLOSURE.
The Company's has delivered the Counterproposal, a copy of which is
attached hereto as Exhibit 99.1, to Chelsey.
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 19, 2003 By: /s/ Edward M. Lambert
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Name: Edward M. Lambert
Title: Executive Vice President and
Chief Financial Officer