-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OzSLCb0fO9LFvf+4m55POiS21rnyhee15BsRcttVtars8aCHyZgOd0lLV8tEL+90 ADEkSKjhyzHkIJaaG/MA3Q== 0000919574-00-000041.txt : 20000202 0000919574-00-000041.hdr.sgml : 20000202 ACCESSION NUMBER: 0000919574-00-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER DIRECT INC CENTRAL INDEX KEY: 0000320333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 138053260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34082 FILM NUMBER: 510387 BUSINESS ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2018653800 MAIL ADDRESS: STREET 1: 1500 HARBOR BLVD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 FORMER COMPANY: FORMER CONFORMED NAME: HORN & HARDART CO /NV/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REGAN BASIL P CENTRAL INDEX KEY: 0001056575 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6 EAST 43RD ST 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126613272 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Hanover Direct, Inc. Title of Class of Securities: Common Stock, $0.66 2/3 par value CUSIP Number: 410783104 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street New York, New York 10017; (212) 661-3442 (Date of Event which Requires Filing of this Statement) December 31, 1999 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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 410783104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Basil P. Regan 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 626,000 8. Shared Voting Power: 42,649,350 9. Sole Dispositive Power: 626,000 10. Shared Dispositive Power: 42,649,350 11. Aggregate Amount Beneficially Owned by Each Reporting Person 43,275,350 2 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 20.48% 14. Type of Reporting Person IN 3 The purpose of this Schedule 13D is to report the ownership of Basil P. Regan (the "Reporting Person") in the Common Stock, $0.66 2/3 par value (the "Shares"), of Hanover Direct, Inc. (the "Issuer") of 20.48% of the Shares outstanding. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock, $0.66 2/3 par value, in Hanover Direct, Inc. The name and address of the principal executive and business office of the Issuer is: Hanover Direct, Inc. 1500 Harbor Blvd. Weehawken, New Jersey 07087 Item 2. Identity and Background This statement is being filed on behalf of the Reporting Person. The Reporting Person is the general partner of Regan Partners, L.P., a New Jersey limited partnership (the "Partnership"), and is the principal of Regan Fund Management Ltd., a New York corporation. Regan Fund Management Ltd. is the investment manager of Regan International Fund Limited, a British Virgin Islands Corporation (the "International Fund"), and has investment discretion over certain managed accounts, two of which hold Shares of the Issuer (the "managed accounts"). The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. The Reporting Person is a citizen of the United States of America. 4 Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Person is deemed to beneficially own 43,275,350 Shares. All 43,275,350 Shares are held by either the Partnership, the International Fund, the managed accounts, the Reporting Person or an account over which the Reporting Person has investment discretion. All of the Shares were purchased in open market transactions. The Shares were purchased for an aggregate purchase price of $104,572,819. The funds for the purchase of the Shares held in the Partnership, the International Fund, the managed accounts and the account over which the Reporting Person has investment discretion have come from the working capital of the Partnership, the International Fund, the managed accounts or the account over which the Reporting Person has investment discretion. The funds for the purchase of the Shares held by the Reporting Person came from the Reporting Person's own funds. No funds were borrowed to purchase any of the Shares. Item 4. Purpose of Transactions The Shares deemed to be beneficially owned by the Reporting Person were acquired for, and are being held for, investment purposes. The Reporting Person has no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of Issuer As of the date hereof, the Reporting Person is deemed to be the beneficial owner of 43,275,350 Shares. Based on the Issuer's filing on Form 10-Q on September 25, 1999, as of November 3, 1999 there were 211,255,301 Shares outstanding. Therefore, the the Reporting Person is deemed to beneficially own 20.48% of the outstanding Shares. The Reporting Person has the sole or shared power to vote, direct the vote, dispose of or direct the disposition of all the Shares that he is deemed to beneficially own. All transactions in the Shares effected by the Reporting Person during the sixty days prior to January 1, 2000 through the date of this filing were effected in open-market transactions and are set forth in Exhibit A hereto. 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person has no contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by the Reporting Person during the 60 days prior to January 20, 2000 through the date of this filing is filed herewith as Exhibit A. 6 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. /s/ Basil P. Regan _________________________________ Basil P. Regan January 20, 2000 7 Exhibit A SCHEDULE OF TRANSACTIONS Price Per Share Number of Shares Date (excluding commission) Purchased or (Sold) ____ __________________________ _____________________ 11/29/99 3.512 40,000 11/30/99 3.802 33,400 12/1/99 3.744 15,000 12/10/99 2.969 15,000 12/13/99 3.250 25,000 12/14/99 3.347 25,000 12/17/99 3.175 4,000 12/20/99 3.188 25,000 12/20/99 3.137 21,100 12/21/99 3.156 25,000 12/21/99 3.188 17,600 12/22/99 3.194 45,000 12/23/99 3.188 15,000 12/23/99 3.173 27,700 12/27/99 3.121 24,300 12/28/99 3.342 40,000 12/28/99 3.342 15,000 12/29/99 3.567 105,300 12/30/99 3.600 200,000 12/30/99 3.641 100,000 12/30/99 3.625 50,000 8 12/30/99 3.625 98,600 12/31/99 3.630 850,000 12/31/99 3.625 325,000 12/31/99 3.625 100,000 12/31/99 3.616 25,000 12/31/99 3.625 300,000 12/31/99 3.625 15,000 12/31/99 3.625 25,000 12/31/99 3.580 55,000 9 01394002.AO9 -----END PRIVACY-ENHANCED MESSAGE-----