Hanover Direct Announces Memorandum of Understanding with Chelsey Direct, LLC and Regan Partners, L.P. to Recapitalize the Compa

Hanover Direct Announces Memorandum of Understanding with Chelsey Direct, LLC
and Regan Partners, L.P. to Recapitalize the Company, Reconstitute the Board of
Directors and Settle Outstanding Litigation 


EDGEWATER, N.J., Nov. 10  /PRNewswire-FirstCall/ -- Hanover Direct, Inc. today
announced that it had signed a Memorandum of Understanding with Chelsey Direct,
LLC and Regan Partners, L.P. setting forth the agreement in principle to
recapitalize the Company, reconstitute the Board of Directors and settle
outstanding litigation between the Company and Chelsey.

The parties agreed to effect within ten days or as soon thereafter as possible a
binding Recapitalization Agreement that would, upon the closing of the
transactions set forth in the Recapitalization Agreement, exchange 564,819
shares of a newly issued Series C Preferred Stock and 81,857,833 shares of newly
issued common stock for the 1,622,111 shares of Series B Preferred Stock
currently held by Chelsey Direct, LLC, subject to adjustment if the transaction
is not consummated by December 17, 2003.  If the closing takes place on or
before December 17, 2003, the Series C Preferred Stock will have an aggregate
liquidation preference of $56,481,900 while the outstanding Series B Preferred
Stock has a current aggregate liquidation preference of $112,963,810 and a
maximum final liquidation preference of $146,168,422 on August 23, 2005.  The
new common shares will have an effective issue price of $.69.  With the issuance
of the new common shares, Chelsey Direct will have a majority equity and voting
interest in the Company.

Upon the execution of the Recapitalization Agreement, the Company will
reconstitute the Board to eight members, including four designees of Chelsey
Direct.  The Recapitalization Agreement is subject to the approval of the
Transactions Committee and the Board of Directors of Hanover. It is also subject
to other consents including the approval of Congress Financial Corporation. The
Company intends to prepare and file with the Securities and Exchange Commission
and transmit to all equity holders of the Company, as required by Rule 14f-1 of
the Securities Exchange Act of 1934, as amended, a statement regarding its
intent to effect a change in majority of directors as promptly as practicable. 
Following the expiration of ten days following the filing and mailing of the
statement, the Board of Directors will increase to nine members, with the
additional director being a Chelsey Direct designee.

The proposed Series C Preferred Stock, with a liquidation preference of $100 per
share, carries a quarterly dividend, starting on January 1, 2006 at 6% and
increasing each year by 11/2%. In lieu of cash dividends, the Company may elect
to accrue dividends at a rate equal to 1% higher than the annual cash dividend
rate. The Series C Preferred Stock has a mandatory redemption date of January 1,
2009.

The Recapitalization Agreement will also define the duties of the Transactions
Committee and provide for the reconstitution of the committees of the Board of
Directors, mutual releases and termination of litigation between the Company and
Chelsey Direct, LLC, voting agreements between Chelsey Direct, LLC and Regan
Partners, L.P., a major shareholder of the Company, registration rights for the
new common shares and agreements to recommend certain amendments to the
Company's Certificate of Incorporation, including a 10-for-1 reverse stock
split, at the first annual meeting of shareholders following the closing.  The
Company has filed the entire Memorandum of Understanding and related Exhibits
under cover of a Current Report on Form 8-K with the Securities and Exchange
Commission and strongly recommends that interested parties refer to it for a
full and complete understanding of the terms and conditions of the Memorandum of
Understanding.

"On behalf of the Board and the Company," stated Tom Shull, Hanover Direct's
Chairman, President and Chief Executive Officer, "I am pleased to announce this
agreement in principle with Chelsey Direct. We believe we have reached a
proposal that provides strong economic benefits to the common shareholders of
Hanover by eliminating the overhang created by the Series B Preferred Stock,
reducing the potential maximum redemption requirement at the August 23, 2005
redemption date by approximately $90 million, and aligning the interests of all
parties to permit the continued turnaround of the Company."

"We're extremely pleased that the interests of all shareholders have now been
re-aligned so as to enable us to maximize value," stated Stuart Feldman of
Chelsey Direct. "We have great hopes that, by working together, the Company can
successfully meet the challenges that lie ahead."

"We believe this transaction is in the interests of all shareholders," commented
Basil Regan of Regan Partners, L.P., a member of the Company's Board of
Directors. "We look forward to participating as a member of the Transactions
Committee and the Board in the continued efforts by the Company to dispose of
non-core assets, effect a timely redemption of the Series C Preferred Stock and
further the Company's strategic business realignment program."

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, Senior Vice President of Hanover Direct, Inc.,

[phone]; or Rich Tauberman of The MWW Group for Hanover Direct,

[phone]



Web site:  http://www.hanoverdirect.com/ 

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