UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a).
(Amendment No. 3)*
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
---------------------------------------
(Name of Issuer)
COMMON STOCK ($0.01 Par Value)
---------------------------------
(Title of Class of Securities)
410761100
--------------
(CUSIP Number)
Jay Buck
President, Demeter Asset Management, Inc.
104 Field Point Road, Greenwich, Connecticut 06830
Tel: (203) 625-0047
Jack P. Governale, Esq.,
Wolf, Block, Schorr and Solis-Cohen LLP
250 Park Avenue, Suite 1000, New York, New York 10036
Tel: (212) 883-4921
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2000
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
CUSIP No. 410761100 Page 2 of 11 Pages
---------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jay Buck
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds
OO.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Buck is a United States citizen.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 410,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 410761100 Page 3 of 11 Pages
---------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Demeter Asset Management, Inc.
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds
OO.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Demeter is a Delaware corporation.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 410,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 410761100 Page 4 of 11 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Rockwood Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds
WC.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Rockwood Partners, L.P. is a Delaware limited partnership.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 410,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 410761100 Page 5 of 11 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Rockwood Asset Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds
OO.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Rockwood Asset Management, Inc. is a Delaware corporation.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 410,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
CO
<PAGE>
Page 6 of 11 Pages
This filing amends the Schedule 13D/A filed September 18, 2000. Shares
beneficially owned by Jay Buck, Demeter Asset Management, Inc., Rockwood
Partners, L.P., and Rockwood Asset Management, Inc., remain unchanged. This
amendment revises Item 4, regarding plans and proposals.
Each of the Reporting Persons (defined below) acknowledges responsibility with
respect to the information provided as to such signatory, but assumes no
responsibility with respect to the information provided as to any other
signatory.
The Schedule 13D/A filed September 18, 2000 is amended as follows:
"Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.01 per share ("Common
Stock") of Hanover Capital Mortgage Holdings, Inc. (the "Company" or "Issuer").
The principal executive offices of the Issuer are located at 90 West Street,
Suite 1508, New York, New York 10006.
Item 2. Identity and Background.
This statement is filed by:
(i) Jay Buck ("Buck") with respect to the shares of Common Stock beneficially
owned by: (a) Demeter (defined below), of which Buck is sole stockholder,
President and a director; (b) RAM (defined below), of which Buck is the sole
stockholder, President and a director. Buck is a U.S. citizen with a business
address at 104 Field Point Road, Greenwich, Connecticut 06830, who is
principally engaged in the business of investing in securities as a shareholder
of an investment management company.
(ii) Demeter Asset Management, Inc., a Delaware corporation ("Demeter"), with
respect to the shares of Common Stock also beneficially owned by Rockwood
Partners (defined below) and by Mariner Partners (defined below) for which
Demeter serves as investment manager for a managed account. Demeter is located
at 104 Field Point Road, Greenwich, Connecticut 06830 and is in the business of
providing investment management services.
(iii) Rockwood Partners, L.P., a Delaware limited partnership ("Rockwood
Partners"), with respect to the shares of Common Stock owned directly by it.
Rockwood Partners is an investment limited partnership located at 104 Field
Point Road, Greenwich, Connecticut 06830.
(iv) Rockwood Asset Management, Inc., a Delaware corporation ("RAM"), with
respect to shares of Common Stock also beneficially owned by Rockwood Partners,
of which RAM is the general partner. RAM is located at 104 Field Point Road,
Greenwich, Connecticut 06830, and its primary business is serving as the general
partner of RAM.
Item 3. Source and Amount of Funds or Other Consideration.
Rockwood Partners' acquisition of its shares for an aggregate purchase price of
$1,663,309 was paid in cash from Rockwood Partners' working capital.
<PAGE>
Page 7 of 11 Pages
Item 4. Purpose of Transaction.
Following discussion with the management of the Company, the Reporting Persons
submitted a written proposal on November 1, 2000 to the Company's board of
directors. This plan included a request to separate the business of Hanover
Capital Mortgage Holdings, the REIT, from Hanover Capital Partners and Hanover
Trade.Com. Under this plan, the REIT would be managed externally and only hold
securities. The continued viability of the other businesses would depend on
their being funded outside the REIT or becoming revenue positive immediately.
In addition, the Reporting Persons have offered guidance to the Compensation
Committee regarding standards for performance based distributions of options
and/or cash compensation.
It is the present intention of the Reporting Persons to submit the names of
three new directors, who support this plan, for the approval of shareholders.
Any plan or proposal could result in any of the actions described in clauses (a)
through (j) of Item 4 to Schedule 13D, or in actions similar to those described
in clauses (a) through (j).
Item 5. Interest in Securities of the Issuer.
(a) and (b):
(i) Buck, with respect to the shares of Common Stock, may be deemed to be the
beneficial owner of: 410,500 shares of Common Stock owned by Rockwood Partners,
which has as its investment manager Demeter, of which Buck is the sole
shareholder, and 0 shares of Common Stock owned by Mariner Partners in a managed
account, which has as its investment manager Demeter, of which Buck is the sole
shareholder.
Buck:
(a) Amount beneficially owned: 410,500
(b) Percent of class: 8.4%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 410,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 410,500
(ii) Demeter, with respect to the shares of Common Stock, may be deemed to be
the beneficial owner of 410,500 shares of Common Stock owned by Rockwood
Partners, which has as its investment manager Demeter, and 0 shares of Common
Stock owned by Mariner Partners in a managed account, which has as its
investment manager Demeter.
Demeter:
(a) Amount beneficially owned: 410,500
(b) Percent of class: 8.4%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 410,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 410,500
<PAGE>
Page 8 of 11 Pages
(iii) Rockwood Partners owns directly 410,500 shares of Common Stock.
Rockwood Partners:
(a) Amount beneficially owned: 410,500
(b) Percent of class: 8.4%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 410,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 410,500
(iv) RAM, respect to the shares of Common Stock, may be deemed to be the
beneficial owner of 410,500 shares of Common Stock owned by Rockwood Partners,
of which RAM is the general partner.
RAM:
(a) Amount beneficially owned: 410,500
(b) Percent of class: 8.4%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 410,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 410,500
(c) The Reporting Persons effected the following purchases of the Issuer's
Common Stock in open market transactions:
Rockwood Partners, L.P. bought:
(a) 5,000 shares at $3.2660 per share on March 15, 2000; (b) 1,900 shares at
$3.2689 per share on March 16, 2000; (c) 100,000 shares at $3.2477 per share on
March 16, 2000; (d) 1,000shares at $3.2730 per share on March 17, 2000; (e)
5,700 shares at $3.5158 per share on March 28, 2000; (f) 500 shares at $3.5320
per share on March 30, 2000; (g) 1,000 shares at $3.6480 per share on April 11,
2000; (h) 300 shares at $3.8567 per share on April 13, 2000; (i) 4,700 shares at
$3.8287 per share on April 14, 2000; (j) 6,200 shares at $3.7027 per share on
April 17, 2000; (k) 1,000 shares at $3.7110 per share on April 18, 2000; (l) 500
shares at $3.7200 per share on April 24, 2000; (m) 7,300 shares at $3.7029 per
share on April 25, 2000; (n) 3,100 shares at $3.7671 per share on May 4, 2000;
(p) 1,700 shares at $3.7694 per share on May 5, 2000; (p) 200 shares at $3.8100
per share on May 8, 2000; (q) 3,000 shares at $4.2327 per share on May 10, 2000;
(r) 700 shares at $3.7771 per share on May 11, 2000; (s) 800 shares at $3.7750
per share on May 12, 2000; (t) 5,400 shares at $3.7659 per share on May 15,
2000; (u) 1,000 shares at $3.6380 per share on May 16, 2000; (v) 2,900 shares at
$3.7672 per share on May 16, 2000; (w) 3,000 shares at $4.4827 per share on May
19, 2000; (x) 2,000 shares at $4.3940 per share on May 22, 2000; (y) 3,000
shares at $4.3923 per share on May 25, 2000; furthermore, it has purchased: (z)
10,000 shares at $4.26 per share on June 30, 2000; (aa) 200 shares at $4.43 per
share on July 20, 2000; (bb) 4,000 shares at $4.44 per share on August 4, 2000;
and (cc) 122,100 shares at $4.626 per share on September 6, 2000.
(d) None.
(e) None.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The investment manager for Rockwood Partners is Demeter, of which Buck is
the sole shareholder.
The Management Advisory Contract, dated on or about August 15, 1994,
between Rockwood Partners and Demeter gives Demeter the authority to dispose of
and to vote the assets managed, which include the Common Stock.
Item 7. Material to be filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated November 6, 2000, by and among
Buck, Demeter, Rockwood Partners, and RAM."
Page 9 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 6, 2000
/s/Jay Buck
-------------------------------
Jay Buck
DEMETER ASSET MANAGEMENT, INC.
By: /s/ Jay Buck
----------------------------
Jay Buck
President
ROCKWOOD PARTNERS, L.P.
By: Rockwood Asset Management, Inc.
General Partner
By: /s/ Jay Buck
----------------------------
Jay Buck
President
ROCKWOOD ASSET MANAGEMENT, INC.
By: /s/ Jay Buck
----------------------------
Jay Buck
President
Page 10 of 11 Pages
