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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
AMENDMENT TO
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 28, 1996
Commission file number 1-12082
HANOVER DIRECT, INC.
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(Exact name of registrant as specified in its charter
DELAWARE 13-0853260
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(State of incorporation) (I.R.S. Employer Identification No.)
1500 HARBOR BOULEVARD, WEEHAWKEN, NEW JERSEY 07087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-863-7300
Securities registered pursuant to Section 12(b) of the Act:
name of each
exchange
Title of each class which registered
Common Stock, $.66 2/3 par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form.
As of March 24, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $38,280,286 (based on the closing price of
the Common Stock on the American Stock Exchange on March 24, 1997).
As of March 24, 1997, the registrant had 144,318,452 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's definitive proxy statement to be filed by the Company pursuant to
Regulation 14A is incorporated into items 10, 11, 12 and 13 of Part III of this
Form 10-K.
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Explanatory Note
This Form 10-K/A1 is being filed by Hanover Direct, Inc., a Delaware
corporation (the "Company"), as an amendment to its Annual Report on Form 10-K
for the fiscal year ended December 28, 1996, filed March 28, 1997, to add
certain additional exhibits in Part IV thereof.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
HANOVER DIRECT, INC.
(registrant)
Dated: April 11, 1997 By: /s/ Rakesh K. Kaul
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Rakesh K. Kaul
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated and on the date indicated below.
Principal Financial Officer:
/s/ Larry J. Svoboda
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Larry J. Svoboda
Senior Vice President and
Chief Financial Officer
Board of Directors:
/s/ Ralph Destino /s/ Edmund R. Manwell
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Ralph Destino, Director Edmund R. Manwell, Director
/s/ J. David Hakman /s/ Jan du Plessis
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J. David Hakman, Director Jan du Plessis, Director
/s/ Rakesh K. Kaul /s/ Alan G. Quasha
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Rakesh K. Kaul, Director Alan G. Quasha, Director
/s/ Howard M.S. Tanner
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Theodore H. Kruttschnitt, Howard M.S. Tanner,
Director Director
/s/ Elizabeth Valk Long /s/ Robert F. Wright
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Elizabeth Valk Long, Director Robert F. Wright, Director
Dated: April 11, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER
ITEM 601 OF DESCRIPTION OF DOCUMENT AND INCORPORATION
REGULATION S-K BY REFERENCE WHERE APPLICABLE
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PAGE
NO.
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2.1 Asset Purchase Agreement dated as of December 1, 1994 among
the Company, LWI Holdings, Inc., Bankers Trust Company,
Leichtung, Inc. and DRI Industries, Inc. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
2.2 Stock Purchase Agreement dated as of February 16, 1995 among
the Company, Hanover Holdings, Inc., Aegis Safety Holdings,
Inc., F.L. Holdings, Inc., Roland A.E. Franklin, Martin E.
Franklin, Jonathan Franklin, Floyd Hall, Frederick Field,
Homer G. Williams, Frank Martucci, Norm Thompson Outfitters,
Inc. and Capital Consultants, Inc. (as agent) (collectively,
the "Aegis Sellers"). Incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2.3 Stock Purchase Agreement dated as of May 19, 1995 by and
among the Company, Austad Holdings, Inc. ("AHI"), The Austad
Company ("TAC"), David B. Austad ("DBA"), Denise Austad
("DA"), David Austad, as custodian ("DBAC"), Oscar Austad,
Dorothy Austad, Randall Austad, Kristi Austad, Lori Miller,
Robin Miller, Kerri Derenge, Sharon Stahl, Lori Miller, as
custodian, Dorothy Austad, as attorney-in-fact, and
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Kara Miller (collectively, the "Austad Individuals").
Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
2.4 Agreement and Plan of Corporate Separation and
Reorganization dated as of February 16, 1996 by and among
the Company, AHI, TAC, DBA, DBAC, and DA. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 30, 1995.
3.1 Restated Certificate of Incorporation.***
3.2 By-laws.***
4.1 Warrant Agreement dated as of October 25, 1991 ("NAR
Warrant") between the Company* and NAR Group Limited ("NAR")
for 279,110 shares of Common Stock. Incorporated by
reference to the Company's* Current Report on Form 8-K dated
October 25, 1991.
4.2 Registration Rights Agreement dated as of July 8, 1991 among
the Company*, NAR and Intercontinental Mining & Resources
Limited ("IMR"). Incorporated by reference to the Company's*
Current Report on Form 8-K Dated July 10, 1991.
4.3 Warrant Agreement dated as of January 1, 1994 between the
Company and Sears Shop At Home Services, Inc. ("Sears").
Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
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4.4 Registration Rights Agreement dated as of February 16, 1995
among the Company and the Aegis Sellers. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
4.5 Warrant Agreement dated as of July 8, 1991 between the
Company and IMR for 1,750,000 shares of Common Stock.
Incorporated by reference to the Company's Current Report on
form 8-K dated July 10, 1991.
4.6 Warrant Agreement dated as of October 25, 1991 between the
Company and NAR for 931,791 shares of Common Stock.
Incorporated by reference to the Company's Current Report on
form 8-K dated October 25, 1991.
4.7 Second Amendment to Warrant Agreement and Warrant
Certificate for 931,791 shares of Common Stock, between the
Company and NAR dated as of November 13, 1995. Incorporated
by reference to the Company's Annual Report on Form 10-K for
the year ended December 30, 1995.
4.8 First Amendment to Warrant Agreement and Warrant Certificate
for 1,750,000 shares of Common Stock, between the Company
and IMR dated as of November 13, 1995. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 30, 1995.
4.9 First Amendment to Warrant Agreement and Warrant Certificate
for 279,110 shares of Common Stock, between the Company and
NAR dated as of November 13, 1995. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 30, 1995.
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4.10 Second Amendment to Warrant Agreement between the Company
and IMR dated as of August 23, 1996. FILED HEREWITH.
4.11 Second Amendment to Warrant Agreement between the Company
and NAR dated as of August 23, 1996.***
4.12 Third Amendment to Warrant Agreement between the Company and
NAR dated as of August 23, 1996.***
10.1 Stock Option Plan, as amended. Incorporated by reference to
the Company's* Annual Report on Form 10-K for the fiscal
year ended December 28, 1991.
10.2 Account Purchase Agreement dated as of December 21, 1992
among the Company*, Hanover Direct Pennsylvania, Inc.
("HDPI"), Brawn of California, Inc. ("Brawn") and General
Electric Capital Corporation ("GECC"). Incorporated by
reference to the Company's* Annual Report on Form 10-K for
the fiscal year ended December 26, 1992.
10.3 Amendment No. 1 to the Account Purchase Agreement dated as
of July 12, 1993 among the Company*, HDPI, Brawn, Gump's By
Mail, Gump's, Gump's Holdings and GECC. Incorporated by
reference to the Company's* Current Report on Form 8-K dated
July 12, 1993.
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10.4 Amendment No.2 to the Account Purchase Agreement dated as of
June 1, 1995 among the Company, HDPI, Brawn, Gump's, Gump's
By Mail, Gump's Holdings and GECC. Incorporated by reference
to the Company's Annual Report on Form 10-K for the year
ended December 30, 1995.
10.5 Waiver and Amendment No. 3 to the Account Purchase Agreement
dated as of December 14, 1995 among the Company, HDPI, Brawn
and GECC. Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 30, 1995.
10.6 Amendment No. 4 to the Amended and Restated Account Purchase
Agreement dated as of June 28, 1996 among the Company, HDPI,
Brawn, Gump's, Gump's by Mail, Gump's Holdings and GECC.
FILED HEREWITH.
10.7 Form of Stock Option Agreement between the Company* and
certain Directors of the Company, as amended. Incorporated
by reference to the Company's* Annual Report on Form 10-K
for the fiscal year ended December 28, 1991.
10.8 Termination of Employment Agreement and Employment and
Consulting Agreement dated as of December 31, 1995 between
the Company and Jack E. Rosenfeld.***
10.9 Registration Rights Agreement between the Company and
Rakesh K. Kaul, dated as of August 23, 1996. FILED HEREWITH.
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10.10 Form of Indemnification Agreement among the Company* and
each of the Company's directors and executive officers.
Incorporated by reference to the Company's* Current Report
on Form 8-K dated October 25, 1991.
10.11 Letter Agreement dated May 5, 1989 among the Company*,
Theodore H. Kruttschnitt, J. David Hakman and Edmund R.
Manwell. Incorporated by reference to the Company's* Current
Report on Form 8-K dated May 10, 1989.
10.12 Hanover Direct, Inc. Savings Plan as amended. Incorporated
by reference to the Company's Annual Report on Form 10-K for
the year ended January 1, 1994.
10.13 Restricted Stock Award Plan. Incorporated by reference to
the Company's* Registration Statement on Form S-8 filed on
February 24, 1993, Registration No. 33-58760.
10.14 All Employee Equity Investment Plan. Incorporated by
reference to the Company's* Registration Statement on Form
S-8 filed on February 24, 1993, Registration No. 33-58756.
10.15 Executive Equity Incentive Plan, as amended.***
10.16 Form of Supplemental Retirement Plan. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended January 1, 1994.
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10.17 1996 Stock Option Plan. Incorporated by reference to the
Company's 1996 Proxy Statement.
10.18 Loan and Security Agreement dated as of November 14, 1995 by
and among Congress Financial Corporation ("Congress"),
Hanover Direct Pennsylvania, Inc. ("HDPA"), Brawn of
California, Inc. ("Brawn"), Gump's by Mail, Inc. ("Gump's by
Mail"), Gump's Corp.("Gump's"), The Company Store, Inc.
("The Company Store") , Tweeds, Inc. ("Tweeds"), LWI
Holdings, Inc.("LWI"), Aegis Catalog Corporation ("Aegis"),
Hanover Direct Virginia, Inc. ("HDVA") and Hanover Realty
Inc. ("Hanover Realty"). Incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 30, 1995.
10.19 First Amendment to Loan and Security Agreement dated as of
February 22, 1996 by and among Congress, HDPI, Brawn, Gump's
by Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
10.20 Second Amendment to Loan and Security Agreement dated as of
April 16, 1996 by and among Congress, HDPI, Brawn, Gump's by
Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
10.21 Third Amendment to Loan and Security Agreement dated as of
May 24, 1996 by and among Congress, HDPI, Brawn, Gump's by
Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
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10.22 Fourth Amendment to Loan and Security Agreement dated as of
May 31, 1996 by and among Congress, HDPI, Brawn, Gump's
by Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
10.23 Fifth Amendment to Loan and Security Agreement dated as of
September 11, 1996 by and among Congress, HDPI, Brawn,
Gump's by Mail, Gump's, The Company Store, Tweeds, LWI,
Aegis, HDVA and Hanover Realty. FILED HEREWITH.
10.24 Sixth Amendment to Loan and Security Agreement dated as of
December 5, 1996 by and among Congress, HDPI, Brawn, Gump's
by Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
10.25 Seventh Amendment to Loan and Security Agreement dated as of
December 18, 1996 by and among Congress, HDPI, Brawn, Gump's
by Mail, Gump's, The Company Store, Tweeds, LWI, Aegis, HDVA
and Hanover Realty. FILED HEREWITH.
10.26 Subordination Agreement, dated as of November 14, 1995,
among Congress, IMR, and the Trustee. Incorporated by
reference to the Company's Annual Report on Form 10-K for
the year ended December 30, 1995.
10.27 Long-Term Incentive Plan for Rakesh K. Kaul. FILED HEREWITH.
10.28 Short-Term Incentive Plan for Rakesh K. Kaul. ***
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10.29 Employment Agreement dated as of March 7, 1996 between the
Company and Rakesh K. Kaul.***
10.30 Tandem Option Plan dated as of August 23, 1996 between the
Company and Rakesh K. Kaul.***
10.31 Closing Price Option dated as of August 23, 1996 between the
Company and Rakesh K. Kaul.***
10.32 Performance Price Option dated as of August 23, 1996 between
the Company and Rakesh K. Kaul.***
10.33 Six-Year Stock Option dated as of August 23, 1996 between
NAR and Rakesh K. Kaul.***
10.34 Seven-Year Stock Option dated as of August 23, 1996 between
NAR and Rakesh K. Kaul.***
10.35 Eight-Year Stock Option dated as of August 23, 1996 between
NAR and Rakesh K. Kaul.***
10.36 Nine-Year Stock Option dated as of August 23, 1996 between
NAR and Rakesh K. Kaul.***
10.37 Letter of Credit, dated December 18, 1996, from Swiss Bank
Corporation, New York Branch ("Swiss Bank") in favor of
Fleet National Bank, as trustee ("Fleet Bank").***
10.38 Reimbursement Agreement, dated as of December 18, 1996, by
and among Swiss Bank and the Company.***
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10.39 Hanover Indemnity Agreement, dated as of December 18, 1996,
between Richemont Finance S.A. ("Richemont") and the
Company, HDPI, Brawn, Gump's, Gump's by Mail, The Company
Store, Tweeds, LWI, Aegis, HDVA and Hanover Realty. ***
10.40 Subordination Agreement, dated as of December 18, 1996,
between Congress and Swiss Bank. FILED HEREWITH.
10.41 Subordination Agreement, dated as of December 18, 1996
between Congress and Richemont. FILED HEREWITH.
10.42 Series A Note Agreement, dated as of November 9, 1994,
between the Company and Norwest Bank Minnesota, N.A.
("Norwest"), as trustee. FILED HEREWITH.
10.43 Placement Agreement, dated as of November 9, 1994, by and
between the Company and NationsBank of North Carolina, N.A.
FILED HEREWITH.
10.44 Remarketing and Interest Services Agreement, dated as of
November 9, 1994, by and between the Company and NationsBank
of North Carolina, N.A. FILED HEREWITH.
10.45 First Supplemental Series A Note Agreement, dated as of
December 29, 1995, between the Company and Norwest. FILED
HEREWITH.
10.46 First Amendment to Placement Agreement, dated as of December
29, 1995 by and between the Company and NationsBank of North
Carolina, N.A. FILED HEREWITH.
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10.47 First Amendment to Remarketing and Interest Services
Agreement, dated as of December 29, 1995 by and between the
Company and NationsBank of North Carolina, N.A. FILED
HEREWITH.
10.48 Second Supplemental Series A Note Agreement, dated as of
December 18, 1996, between the Company and Norwest. ***
10.49 Second Amendment to Series A Note, dated December 18, 1996
made by the Company. FILED HEREWITH
10.50 Second Amendment to Placement Agreement, dated as of
December 18, 1996 by and between the Company and NationsBank
of North Carolina, N.A. ***
10.51 Second Amendment to Remarketing and Interest Services
Agreement, dated as of December 18, 1996 by and between
the Company and NationsBank of North Carolina, N.A. ***
10.52 Series B Note Agreement dated as of April 25, 1995, between
the Company and Norwest. FILED HEREWITH.
10.53 [intentionally deleted]
10.54 [intentionally deleted]
10.55 First Amendment to Series B Note Agreement, dated as of
December 29, 1995, between the Company and Norwest. FILED
HEREWITH.
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10.56 Second Supplemental to Series B Note Agreement, dated as of
December 18, 1996, between the Company and Norwest. FILED
HEREWITH.
10.57 Second Amendment to Series B Note, dated December 18, 1996
made by the Company. ***
10.58 Series B Letter of Credit, dated as of December 18, 1996,
issued by Swiss Bank. ***
10.59 [intentionally deleted]
10.60 NAR Promissory Note dated as of September 11, 1996. ***
10.61 Series A Letter of Credit, dated as of December 18, 1996,
issued by Swiss Bank. ***
10.62 First Amendment to Series A Note, dated as of December 29,
1995 made by Hanover Direct, Inc. FILED HEREWITH.
10.63 $10,000,000 Series B Note, dated as of April 27, 1995 and
made by Hanover Direct, Inc. FILED HEREWITH.
10.64 First Supplemental Series B Note Agreement, dated as of
December 29, 1995. FILED HEREWITH.
10.65 $10,000,000 Series A Note, dated as of November 9, 1994 and
made by Hanover Direct, Inc. FILED HEREWITH.
11 Computation of Per Share Earnings. ***
21.1 Subsidiaries of the Registrant. ***
23.1 Consent of Independent Public Accountants. ***
27.1 Financial Data Schedule. **/***
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* Hanover Direct, Inc., a Delaware corporation, is the successor by merger
to The Horn & Hardart Company and The Hanover Companies.
** EDGAR filing only.
*** Previously submitted with Hanover's Annual Report on Form 10-K, filed on
March 28, 1997.