X0202 4/A 2005-01-10 2005-01-12 0 0000320333 HANOVER DIRECT INC HNVD 0001237237 FELDMAN STUART 712 FIFTH AVE 45TH FL NEW YORK NY 10019 1 0 1 0 Common Stock 2005-01-10 4 P 0 3799735 1 A 15364682 I See footnote Common Stock Warrant .01 2004-08-12 4 J 0 12156 A 2003-11-30 2003-11-18 Common Stock 10259366 10259366 I See footnote Reflects the one-for-ten reverse stock split of the Common Stock on September 24, 2004. The holdings reported on Table I are owned of record by Chelsey Direct, LLC (which is wholly-owned by the Chelsey Capital Profit Sharing Plan (the "Plan"), of which the Reporting Person is the Trustee) and indirectly by William B. Wachtel as the Manager of Chelsey Direct. The Reporting Person is the principal beneficiary of the Plan. The Reporting Person is also sole officer and director of DSJ International Resources Ltd., the sponsor of the Plan. As consideration for a term loan by Chelsey Finance, LLC ("Chelsey Finance") to the Issuer on July 8, 2004, the Issuer was required to issue to Chelsey Finance a warrant (the "Common Stock Warrant") to purchase 30% of the outstanding shares of the Common Stock on a fully diluted basis. Until the Issuer's stockholders approved the issuance of the Common Stock Warrant and certain amendments to the Issuer's Certificate of Incorporation on August 12, 2004, the Issuer had issued to Chelsey Finance in the interim a warrant to purchase 100 shares of the Issuer's Series D Preferred Stock, which was automatically exchanged for the Common Stock Warrant. Chelsey Finance is wholly-owned by Chelsey Funding LLC, which is in turn wholly-owned by the Plan. See Note (2) hereto. The Reporting Person initially reported the estimated number of shares of the Common Stock on a fully diluted basis as 10,247,210 shares (after giving effect to the reverse stock split described in Note (1) hereto). Based on the Issuer's advice as to the actual number of such shares, the Reporting Person has increased such number by 12,156 shares to 10,259,366 shares. The Common Stock Warrant is held of record by Chelsey Finance. As indicated in Note (2) hereto, Stuart Feldman (the Reporting Person) is sole officer and director of the sponsor of the Plan and the principal beneficiary of the Plan. /s/ Stuart Feldman 2005-04-19