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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
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MARYLAND 13-3950496
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(State or Other Jurisdiction of Incorporation) IRS Employer Identification No.)
90 WEST STREET, SUITE 2210, NEW YORK, NEW YORK 10006
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(Address of Principal Executive Offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Rights to Purchase Participating The American Stock Exchange, Inc.
Preferred Stock
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Securities to be registered pursuant to Section 12(g) of the Act:
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TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH REGISTERED
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED:
The Board of Directors of Hanover Capital Mortgage Holdings, Inc. (the
"Company") has authorized a distribution of one preferred share purchase right
(a "Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable on April 28, 2000
to stockholders of record on April 28, 2000 (the "Record Date"). The terms of
the Rights are set forth in a Stockholder Protection Rights Agreement (the
"Rights Agreement") between the Company and State Street Bank & Trust Company,
as Rights Agent (the "Rights Agent"), dated as of April 11, 2000, as amended
from time to time.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Participating Preferred Stock, par value $.01,
of the Company (the "Preferred Shares") at a price of $17.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
Until the earlier to occur of (i) 10 business days following the
public announcement by a person or group of affiliated or associated persons (an
"Acquiring Person") of that such person has acquired beneficial ownership of 10%
or more of the outstanding Common Shares (more than 18% of the outstanding
common stock in the case of John A. Burchett or more than 17% in the case of
Wallace Weitz) or (ii) 10 business days following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in a Person, together with its Affiliates and
Associates, becoming the beneficial owner of 10% (more than 18% of the
outstanding common stock in the case of a tender offer or exchange offer
commenced or announced by John A. Burchett or more than 17% in the case of
Wallace Weitz) or more of such outstanding common stock (the earlier of such
dates being called the "Separation Time"), the Rights will be evidenced, with
respect to any of the common stock certificates outstanding as of the Record
Time, by such common stock certificate with a copy of this Summary of Rights
attached thereto.
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The Rights Agreement provides that, until the Separation Time (or
earlier redemption or exercise of the Rights), the Rights will be transferred
with and only with the common stock. Until the Separation Time (or earlier
redemption or expiration of the Rights), new common stock certificates issued
after the Record Time upon transfer or new issuance of the common stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Separation Time (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for common stock outstanding as of
the Record Time, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the common stock represented by such certificate. As soon as
practicable following the Separation Time, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the common
stock as of the close of business on the Separation Time and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Separation Time. The Rights
will expire on the tenth (10th) anniversary of the Effective Date, unless the
expiration date is extended or the Rights are earlier redeemed or exchanged by
the Company, in each case as described below.
In the event that any person, alone or together with its affiliates
and associates, becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights that were or are beneficially
owned by the Acquiring Person (which will thereafter be null and void), will
thereafter have the right to receive upon exercise that number of shares of
common stock having a market value of two times the exercise price of the Right.
Further in the event that the Company were acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power were sold, proper provision will be made so that each holder of a
Right shall thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Right. However, Rights are
not exercisable following the occurrence of any of the events set forth above
until such time as the Rights are no longer redeemable by the Company.
No fractional Preferred Shares will be issued other than fractional
shares which are integral multiples of one one-hundredth of a Preferred Share
(which may, at the election of the Company, be evidenced by depository
receipts), and in lieu thereof, a payment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
The Exercise Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares or (ii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid
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out of earnings or retained earnings or dividends payable in Preferred Shares)
or of subscription rights or warrants.
At any time after any person becomes an Acquiring Person, the Board of
Directors of the Company may, at its option, exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for common stock at an exchange ratio of one share of common
stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof. Notwithstanding
the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Acquiring Person, together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of more than 50% of
the common stock then outstanding.
At any time prior to the earlier of the Separation Time or the date
the Rights expire, the Rights are redeemable at the election of a majority of
the board of directors of the Company, in whole, but not in part, at a price of
$.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for common stock (or other consideration) of the Company or common
stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Separation Time in any respect. After the
Separation Time, the provisions of the Rights Agreement may be amended by the
Board of Directors to make any changes that the Company may deem necessary or
desirable and which shall not materially adversely affect the interests of the
holders of Rights generally or in order to cure any ambiguity or to correct or
supplement any provision contained in the Rights Agreement that may be
inconsistent with any other provisions of the Rights Agreement or otherwise
defective.
The Rights Agreement provides that any redemption, modification or
termination of the Rights requiring the approval of the Board of Directors of
the Company must be approved by a majority of the members of the Company's Board
of Directors who are not Future Directors. The term "Future Director" means any
director who became a member of the Company's Board of Directors less than 180
prior to such redemption, modification or termination.
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A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K
April 24, 2000. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as amended from time to time, which is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
4. Rights Agreement between the Company and State Street
Bank & Trust Company, as Rights Agent, dated as of
April 11, 2000, which includes as Exhibit A the Form of
Right Certificate. Pursuant to the Rights Agreement,
Right Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day
following announcement that a person or group has
acquired beneficial ownership of 10% (17% in the case
of Wallace Weitz and 18% in the case of John A.
Burchett) or more of the Common Shares or the tenth
business day after a person commences or announces its
intention to commence an offer the consummation of
which would result in a person beneficially owning 10%
(17% in the case of Wallace Weitz and 18% in the case
of John A. Burchett) or more of the Common Shares.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
By: /s/ JOHN A. BURCHETT
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John A. Burchett
President and CEO
Date: April 24, 2000
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.** Rights Agreement between the Company and State Street Bank & Trust
Company, as Rights Agent, dated as of April 11, 2000, which includes
as Exhibit A the Form of Right Certificate.
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** Incorporated by reference to the Company's Current Report on Form 8-K
dated April 24, 2000.
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