Hanover Direct, Inc. and Chelsey Direct, LLC Execute Recapitalization Agreement and Announce Reconstituted Board of Directors an
20 November 2003 - 1:55AM
PR Newswire (US)
Hanover Direct, Inc. and Chelsey Direct, LLC Execute
Recapitalization Agreement and Announce Reconstituted Board of
Directors and Board Committees EDGEWATER, N.J., Nov. 19
/PRNewswire-FirstCall/ -- Hanover Direct, Inc. announced today that
the Company entered into a binding Recapitalization Agreement with
Chelsey Direct, LLC as contemplated by the Memorandum of
Understanding executed last week. The closing of the transactions
contemplated by the Recapitalization Agreement will occur as
promptly as practicable following the execution of the
Recapitalization Agreement and will require the approval of
Congress Financial Corporation, the Company's lender, and the
American Stock Exchange. The Recapitalization Agreement has been
unanimously approved by the Transactions Committee, composed of
independent directors of the Board of Directors of the Company,
which has received a fairness opinion from independent financial
advisors stating that the terms of the Recapitalization are fair to
the holders of Common Stock of the Company (other than Chelsey
Direct, LLC and its affiliates) from a financial point of view.
Subsequent to the approval and recommendation of the Transactions
Committee, the Recapitalization Agreement was unanimously approved
by Hanover's Board of Directors. Coincident with the execution of
the Recapitalization Agreement, the Board of Directors of Hanover
Direct, Inc. has been reconstituted. Messrs. Jeffrey Sonnenfeld,
Ken Krushel and Pen James have resigned from the Board and Messrs.
Stuart Feldman and William Wachtel have joined the Board. The
Company will be filing with the Securities and Exchange Commission
and distributing to all of its shareholders an information
statement regarding the anticipated change in a majority of the
Board of Directors pursuant to Rule 14f-1 promulgated under the
Securities Exchange Act of 1934, as amended, and upon expiration of
the ten (10) day waiting period required by Rule 14f-1, Mr. Donald
Hecht will also be appointed to the Board. Mr. Wachtel has been a
managing partner of Wachtel & Masyr, or its predecessor law
firm, Gold & Wachtel, LLP, since its founding in August 1984.
He is the co-founder of the Drum Major Institute, a not-for-profit
organization carrying forth the legacy of Dr. Martin Luther King.
Stuart Feldman has been a principal of Chelsey Capital, LLC, a
private hedge fund, for the past ten years. Donald Hecht has
managed Hecht & Company, an accounting firm, since 1966.
"First, we want to thank Jeffrey Sonnenfeld, Ken Krushel and Pen
James for their exemplary service on the Board and their many, many
contributions to the continued turnaround of the Company including
their deliberations leading to this transaction," said Tom Shull,
Hanover Direct's Chairman, President and Chief Executive Officer.
"Second, the Company welcomes Stuart Feldman and William Wachtel to
the Board." Simultaneously with the execution of the
Recapitalization Agreement, the Committees of the Board of
Directors were also reconstituted as follows: the members of the
Executive Committee are Stuart Feldman (Chairman), Martin Edelman
and Basil Regan; the members of the Audit Committee are Robert
Masson (Chairman), Wayne Garten and David Brown (Donald Hecht will
be added to the Audit Committee at the same time he is added to the
Board of Directors); the members of the Stock Option and Executive
Compensation Committee are David Brown (Chairman), Wayne Garten and
Stuart Feldman; the members of the Nominating Committee are William
Wachtel (Chairman), Wayne Garten and Thomas Shull; and the members
of the Transactions Committee are Martin Edelman (Chairman), David
Brown and Basil Regan. About Hanover Direct, Inc. Hanover Direct,
Inc. (AMEX:HNV) and its business units provide quality, branded
merchandise through a portfolio of catalogs and e-commerce
platforms to consumers, as well as a comprehensive range of
Internet, e-commerce, and fulfillment services to businesses. The
Company's catalog and Internet portfolio of home fashions, apparel
and gift brands include Domestications, The Company Store, Company
Kids, Silhouettes, International Male, Scandia Down, and Gump's By
Mail. The Company owns Gump's, a retail store based in San
Francisco. Each brand can be accessed on the Internet individually
by name. Keystone Internet Services, LLC
(http://www.keystoneinternet.com/), the Company's third party
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/.
DATASOURCE: Hanover Direct, Inc. CONTACT: Charles E. Blue, SVP
& Chief Financial Officer of Hanover Direct, Inc.,
+1-201-272-3412; or Rich Tauberman of The MWW Group,
+1-201-507-9500, for Hanover Direct, Inc. Web site:
http://www.hanoverdirect.com/ http://www.keystoneinternet.com/
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