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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q/A
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
OR
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to ___________________
Commission file number: 001-13417
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 13-3950486
(State or other Jurisdiction of ( I.R.S. Employer Identification No.)
Incorporation or Organization)
90 WEST STREET, SUITE 1508, NEW YORK, NY 10006
(Address of principal executive offices) (Zip Code)
(212) 732-5086
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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The registrant had 5,826,899 shares of common stock outstanding as of August 30,
1999.
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On April 23, 1999, Hanover Capital Mortgage Holdings, Inc. ("Hanover")
issued a stock purchase warrant (the "Warrant") to purchase 299,999
shares of Hanover's common stock at $4.00 per share (subject to
adjustment) expiring April 23, 2004. As set forth in Hanover's Form
10-Q for the quarter ended March 31, 1999, the Warrant was issued to
Residential Funding Corporation ("RFC") in connection with a short term
financing arrangement (that has since terminated) entered into in
November 1998 with RFC. The Warrant was issued pursuant to a Warrant
Agreement dated April 23, 1999, a copy of which was filed as Exhibit
10.36 to Hanover's First Quarter 1999 Form 10-Q. Hanover principally
relied on the private placement exemption under Section 4(2) of the
Securities Act of 1933, as amended (the "'33 Act"), in issuing the
Warrant. In accordance with such exemption, the Warrant was issued to a
financially sophisticated institutional investor which represented that
it was acquiring the Warrant for investment and not with a view to the
distribution thereof and the certificate for the Warrant bears a legend
evidencing that neither the Warrant nor the shares underlying it have
been registered under the '33 Act and referencing restrictions against
their transfer.
Item 4. Submission of Matters to a Vote of Security Holders
(a) An annual meeting of the stockholders of Hanover Capital
Mortgage Holdings, Inc. ("Hanover") was held in New York, New York
on Friday May 21, 1999.
(b) At the May 21, 1999 annual meeting, the stockholders elected
Robert E. Campbell, Joyce S. Mizerak, and Irma N. Tavares to serve
as directors until the annual meeting of the stockholders to be
held in the year 2002 and thereafter until their respective
successors are duly elected.
The following are continuing directors whose term of office
automatically continued after the May 21, 1999 annual meeting of
the stockholders: John A. Burchett, John A. Clymer, Saiyid T.
Naqvi, George J. Ostendorf, John Nicholas Rees, and Joseph
Freeman.
(c) At the May 21, 1999 annual meeting, the stockholders voted (i) to
elect the three (3) directors named in (b) above to serve for a
term of three (3) years and (ii) to ratify the selection of
Deloitte & Touche LLP as the independent public accountants for
Hanover for the fiscal year ending December 31, 1999. The results
of the stockholders' voting are shown below:
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Election of Directors:
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Nominee For Authority withheld
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Robert E. Campbell 5,025,855 53,225
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Joyce S. Mizerak 5,025,855 53,225
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Irma N. Tavares 5,025,855 53,225
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Ratification of Deloitte & Touche LLP:
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For Against Abstain
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5,045,925 18,000 15,155
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
Dated: August 30, 1999 By: /s/ John A. Burchett
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John A. Burchett
Chairman of the Board of Directors
Dated: August 30, 1999 By: /s/ Thomas P. Kaplan
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Thomas P. Kaplan
Chief Financial Officer
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