Hanover Direct Announces Pending Completion of Reverse Split and Related Matters

Hanover Direct Announces Pending Completion of Reverse Split and
Related Matters 


EDGEWATER, N.J., Sept. 20  /PRNewswire/ -- Hanover Direct, Inc. (AMEX:HNV)
today announced that it anticipates that the amendment to the Company's Amended
and Restated Certificate of Incorporation to effect the one-for-ten reverse
stock split of the Company's common stock, par value $0.66-2/3 per share (the
"Common Stock"), and the reduction of the authorized number of shares of Common
Stock from 300,000,000 to 30,000,000 (the "Reverse Split"), and certain related
amendments will be effected at the close of business on Wednesday, September
22, 2004.

At the Annual Meeting of Stockholders of the Company held on August 12, 2004,
the Company's shareholders approved the Reverse Split as well as amendments to
the Company's Certificate of Incorporation to (1) reduce the par value of each
share of Common Stock from $0.66-2/3 per share to $0.01 per share and
reclassify the outstanding shares of Common Stock into such lower par value
shares; (2) increase the number of shares of Additional Preferred Stock which
the Company would have authority to issue from 5,000,000 shares to 15,000,000
shares and make a corresponding change to the aggregate number of shares of all
classes of stock in the aggregate which the Company would have authority to
issue; and (3) after giving effect to the Reverse Split, increase the number of
shares of Common Stock which the Company would have authority to issue from
30,000,000 shares to 50,000,000 shares and make a corresponding change to the
aggregate number of shares of all classes of stock in the aggregate which the
Company would have authority to issue.  All of such amendments to the Company's
Certificate of Incorporation are anticipated to take effect with the Reverse
Split at the close of business on September 22, 2004 following the filing of a
Certificate of Amendment to the Company's Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware.

Shareholders will be receiving a letter of transmittal and related instructions
from American Stock Transfer and Trust Company, the Company's transfer agent,
shortly regarding the actions they need to take with respect to the Reverse
Split.  Stockholders with questions concerning the Reverse Split should contact
Shareholder Relations at American Stock Transfer and Trust Company at
800-937-5449.

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 Blue, S.V.P. & Chief Financial Officer of Hanover

Direct, Inc., [phone]; or Rich Tauberman of MWW Group,

[phone], for Hanover Direct, Inc.



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

http://www.keystoneinternet.com/ 

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