UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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. __)*
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)
May 23, 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 16 Pages
<PAGE>
CUSIP No. 410761100 Page 2 of 16 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 384,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
384,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
384,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
7.8%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 410761100 Page 3 of 16 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 384,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
384,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
384,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
7.8%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 410761100 Page 4 of 16 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 274,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
274,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
274,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.5%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 410761100 Page 5 of 16 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 274,200
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
274,200
11 Aggregate Amount Beneficially Owned by Each Reporting Person
274,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.5%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 410761100 Page 6 of 16 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mariner Partners, L.P.
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
Mariner Partners, L.P. is a Delaware limited partnership.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 110,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
110,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
110,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.2%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 410761100 Page 7 of 16 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mariner GP, L.P.
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
Mariner GP, L.P. is a Delaware limited partnership.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 110,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
110,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
110,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.2%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 410761100 Page 8 of 16 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mariner, 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
Mariner, Inc. is a Delaware corporation.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 110,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
110,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
110,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.2%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 410761100 Page 9 of 16 Pages
---------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William J. Michaelcheck
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
Michaelcheck is a U.S. citizen.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 110,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
110,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
110,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
2.2%
14 Type of Reporting Person
IN
<PAGE>
Page 10 of 16 Pages
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.
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, 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. 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.
(v) Mariner Partners, L.P., a Delaware limited partnership ("Mariner Partners"),
with respect to the shares of Common Stock owned directly by it. Mariner
Partners is an investment limited partnership located at 65 East 55h Street, New
York, New York 10022.
(vi) Mariner GP, L.P., a Delaware limited partnership ("Mariner GP"), with
respect to the shares of Common Stock also beneficially owned by Mariner
Partners, of which Mariner GP is the general partner. Mariner GP is located at
<PAGE>
Page 11 of 16 Pages
65 East 55h Street, New York, New York 10022, and its primary business is
serving as the general partner of Mariner Partners.
(vii) Mariner, Inc., a Delaware limited partnership ("Mariner Inc."), with
respect to the shares of Common Stock also beneficially owned by Mariner GP, of
which Mariner Inc. is the general partner. Mariner Inc. is located at 65 East
55h Street, New York, New York 10022, and its primary business is serving as the
general partner of Mariner GP.
(viii) William J. Michaelchek ("Michaelcheck"), with respect to the shares of
Common Stock also beneficially owned by Mariner Inc., of which Michaelcheck is
the sole stockholder, President and a director. Michaelcheck is a U.S. citizen
with a business address at 65 East 55h Street, New York, New York 10022, who is
principally engaged in the business of making investment decisions on behalf of
an investment fund.
Item 3. Source and Amount of Funds or Other Consideration.
(a) Rockwood Partners' acquisition of its shares for an aggregate purchase price
of $1,023,981 was paid in cash from Rockwood Partners' working capital.
(b) Mariner Partners' acquisition of its shares for an aggregate purchase price
of $494,432 was paid in cash from Mariner Partners' working capital.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Common Stock for investment.
Except as discussed above and except as disclosed in Item 6 below, none of the
Reporting Persons presently has any plans or proposals which relate to or would
result in any of the actions described in clauses (a) through (j) of the
instructions to Item 4 to Schedule 13D or in any action similar to any of those
enumerated in clauses (a) through (j).
The Reporting Persons intend to evaluate continuously the investment in Hanover
as described herein and, based on such evaluation, may determine at a future
date to change the current position with respect to any of the actions described
in clauses (a) through (j) of the instructions to Item 4 to Schedule 13D.
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: 274,200 shares of Common Stock owned by Rockwood Partners,
which has as its investment manager Demeter, of which Buck is the sole
<PAGE>
Page 12 of 16 Pages
shareholder, and 110,000 shares of Common Stock owned by Mariner Partners, which
has as its investment manager Demeter, of which Buck is the sole shareholder.
Buck:
(a) Amount beneficially owned: 384,200
(b) Percent of class: 7.8%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 384,200
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 384,200
(ii) Demeter, with respect to the shares of Common Stock, may be deemed to be
the beneficial owner of 274,200 shares of Common Stock owned by Rockwood
Partners, which has as its investment manager Demeter, and 110,000 shares of
Common Stock owned by Mariner Partners, which has as its investment manager
Demeter.
Demeter:
(a) Amount beneficially owned: 384,200
(b) Percent of class: 7.8%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 384,200
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 384,200
(iii) Rockwood Partners owns directly 274,200 shares of Common Stock.
Rockwood Partners:
(a) Amount beneficially owned: 274,200
(b) Percent of class: 5.5%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 274,200
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 274,200
(iv) RAM, respect to the shares of Common Stock, may be deemed to be the
beneficial owner of 274,200 shares of Common Stock owned by Rockwood Partners,
of which RAM is the general partner.
RAM:
(a) Amount beneficially owned: 274,200
(b) Percent of class: 5.5%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 274,200
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 274,200
(iv) Mariner Partners owns directly 110,000 shares of Common Stock.
Mariner Partners:
(a) Amount beneficially owned: 110,000
(b) Percent of class: 2.2%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 110,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 110,000
<PAGE>
Page 13 of 16 Pages
(v) Mariner GP, with respect to the shares of Common Stock, may be deemed to be
the beneficial owner of 110,200 shares of Common Stock owned by Mariner
Partners, of which Mariner GP is the general partner.
Mariner GP:
(a) Amount beneficially owned: 110,000
(b) Percent of class: 2.2%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 110,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 110,000
(v) Mariner Inc., with respect to the shares of Common Stock, may be deemed to
be the beneficial owner of 110,200 shares of Common Stock also beneficially
owned by Mariner GP, of which Mariner Inc. is the general partner.
Mariner Inc.:
(a) Amount beneficially owned: 110,000
(b) Percent of class: 2.2%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 110,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 110,000
(v) Michaelcheck, with respect to the shares of Common Stock, may be deemed to
be the beneficial owner of 110,200 shares of Common Stock also beneficially
owned by Mariner Inc., of which Michaelcheck is the sold stockholder, President
and a director.
Michaelcheck:
(a) Amount beneficially owned: 110,000
(b) Percent of class: 2.2%
(c) (i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 110,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 110,000
(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;
<PAGE>
Mariner Partners, L.P. bought:
(a) 100,000 shares at $4.5302 per share on May 23, 2000; (b) 10,000 shares at
$4.125 per share on May 26, 2000;
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The investment manager for each of Rockwood Partners and Mariner 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.
The Management Advisory Contract, dated on or about January 1, 1999,
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.
The following is filed herewith as an exhibit:
Exhibit 1 Joint Filing Agreement, dated June 2, 2000, by and among Buck,
Demeter, Rockwood Partners, RAM, Mariner Partners, Mariner GP,
Mariner Inc., and Michaelcheck.
Page 14 of 16 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: June 2, 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
MARINER PARTNERS, L.P.
By: Mariner GP LP, General Partner
By: Mariner, Inc., General Partner
By: /s/William J. Michaelcheck
----------------------------
William J. Michaelcheck
President
MARINER GP, L.P.
By: Mariner, Inc., General Partner
By: /s/William J. Michaelcheck
----------------------------
William J. Michaelcheck
President
MARINER, INC.
By: /s/William J. Michaelcheck
----------------------------
William J. Michaelcheck
President
/s/William J. Michaelcheck
-------------------------------
William J. Michaelcheck
Page 15 of 16 Pages
<PAGE>
EXHIBIT INDEX
-------------
Exhibits
1. Joint Filing Agreement, dated June 2, 2000, by and among Buck, Demeter,
Rockwood Partners, RAM, Mariner Partners, Mariner GP, Mariner Inc. and
Michaelcheck.
Page 16 of 16 Pages
