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)
Hanover Capital Mortgage Holdings, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
410761100
(CUSIP Number)
Daniel K. Osborne
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite, 1800
Los Angeles, California 90017
(213) 244-0000
-----------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 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 that 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 [x]
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.
(Continued on following pages)
(Page 1 of 15 Pages)
<PAGE>
CUSIP No. 410761100 13 D Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Apex Mortgage Capital, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
552,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
552,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 410761100 13 D Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The TCW Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
552,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
552,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON
HC, CO
<PAGE>
CUSIP No. 410761100 13D Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert A. Day
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
552,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
552,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
14 TYPE OF REPORTING PERSON
IN, HC
<PAGE>
Page 5 of 15 Pages
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.01 par value per
share ("Common Stock"), of Hanover Capital Mortgage Holdings,
Inc. (the "Issuer"). The address of the principal executive
office of the Issuer is 90 West Street, Suite 2210, New York, New
York 10006.
ITEM 2. IDENTITY AND BACKGROUND
Apex Mortgage Capital, Inc., a Maryland corporation ("AXM"), is a
Real Estate Investment Trust that invests in United States agency
and other highly rated, single-family real estate adjustable and
fixed rate mortgage related assets. TCW Investment Management
Company, a California corporation ("TIMCO"), is a management
company that manages the day-to-day operations of AXM. This
Statement is filed by AXM, The TCW Group, Inc., a Nevada
corporation ("TCWG"), and Robert A. Day, an individual
(collectively, the "Reporting Persons").
TCWG is a holding company of entities involved in the principal
business of providing investment advice and management services.
Each of TCW Asset Management Company, a California corporation
("TAMCO"), and TIMCO is a direct wholly owned subsidiary of TCWG.
Daniel K. Osborne, an individual, is the Executive Vice
President, Chief Operating Officer and Chief Financial Officer of
AXM, a Senior Vice President of TIMCO and a Senior Vice President
of TAMCO, and, as such, has full management and investment
authority with respect to the shares of Common Stock owned of
record or beneficially by AXM and TAMCO, including the authority
to acquire, dispose of and vote shares of Common Stock owned by
them.
Mr. Robert Day is the Chairman of the Board and Chief Executive
Officer of TCWG. Mr. Day may be deemed to control TCWG, although
he disclaims control of, and beneficial ownership of any Common
Stock beneficially owned by, TCWG.
AXM and TCWG may constitute a "group" within the meaning of Rule
13d-5 under the Securities Exchange Act of 1934 with respect to
their beneficial ownership of the shares of Common Stock to which
this Statement relates. The address of the principal business
and principal office of the Reporting Persons is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
The shares of Common Stock to which this Statement relates are
owned indirectly by TAMCO (on behalf of certain managed accounts)
and directly by AXM. Mr. Osborne owns 4,500 shares of Common
Stock, including 500 shares owned in the name of Mr. Osborne's
spouse (TAMCO, AXM and Mr. Osborne collectively being referred to
herein as the "Owners"). The Owners are of the view that they
are not collectively acting as a "group" for purposes of Section
13(d) under the Securities Exchange Act of 1934, as amended (the
"1934 Act") and that they are not otherwise required to attribute
to each other the "beneficial ownership" of securities
"beneficially owned" by the others of them within the meaning of
Rule 13d-3 promulgated under the 1934 Act, and each of the Owners
disclaims control, and beneficial ownership of any Common Stock
owned by, the others of them. In addition, each of AXM and
Page 6 of 15 Pages
TCWG disclaims control of, and beneficial ownership of any Common
Stock owned by, Mr. Osborne.
The executive officers of AXM are listed below. The principal
business address for each such executive officer is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
Each such executive officer is a citizen of the United States of
America.
Philip A. Barach President & Chief Executive Officer
Jeffrey E. Gundlach Chief Investment Officer
Daniel K. Osborne Executive Vice President, Chief Operating
Officer & Chief Financial Officer
Joseph J. Galligan Senior Vice President
David S. Devito Controller
Michael E. Cahill Secretary
Philip K. Holl Assistant Secretary
Schedule I attached hereto and incorporated herein sets forth
with respect to each director of AXM his or her name, residence
or business address, citizenship, present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted.
The executive officers of TCWG are listed below. The principal
business address for each such executive officer is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.
Each such executive officer is a citizen of the United States of
America.
Robert A. Day Chairman of the Board & Chief Executive
Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President, Finance &
Administration
Thomas E. Larkin, Jr. Executive Vice President & Group
Managing Director
Michael E. Cahill Managing Director, General Counsel &
Secretary
William C. Sonneborn Managing Director, Chief Financial
Officer & Assistant Secretary
Schedule II attached hereto and incorporated herein sets forth
with respect to each director of TCWG his or her name, residence
or business address, citizenship, present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted.
During the last five years, none of the Reporting Persons, nor,
with respect to AXM and TCWG, to the best of their knowledge, any
of their respective executive officers and directors, (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Page 7 of 15 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the close of business on March 22, 2000, AXM had purchased
in the aggregate 385,000 shares of Common Stock for a total
consideration of $1,842,484.26, which amount was obtained from
its working capital.
As of the close of business on March 22, 2000, TAMCO (on behalf
of certain managed accounts) had purchased in the aggregate
162,500 shares of Common Stock for a total consideration of
$796,825.04, which amount was obtained from funds under
management.
As of the close of business on March 22, 2000, Mr. Osborne had
purchased in the aggregate 4,500 shares of Common Stock for a
total consideration of $19,812.50, which amount was obtained from
his personal funds.
ITEM 4. PURPOSE OF TRANSACTIONS
As of the date of this Statement, except as set forth below, none
of the Reporting Persons has any present plan or intention which
would result in or relate to any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons acquired the shares of Common Stock covered
by this Statement for investment purposes. Each of them and the
other entities and individuals referred to herein reserves full
discretion to make its, his or her own investment decisions with
respect to the Common Stock owned directly or beneficially by it,
him or her from time to time, including, but not limited to, the
timing and amount of purchases and the timing and amount of
dispositions of shares of Common Stock. Such decisions will
depend on a variety of factors not presently determinable,
including, but not limited to, alternative investment
opportunities available to them, general economic conditions and
monetary, stock market and regulatory conditions.
The Reporting Persons continue to closely monitor the Issuer's
performance. The Reporting Persons and their representatives and
advisers intend from time-to-time to discuss the Issuer
and its business and management with members of the board
of directors and management of the Issuer. In addition, the
Reporting Persons and their representatives and advisers may
communicate with other shareholders, industry participants and
other interested parties concerning the Issuer. These
communications may include discussions of the Issuer's strategic
alternatives. The Reporting Persons may modify their plans in
the future, and may exercise any and all of their respective
rights as shareholders of the Issuer in a manner consistent with
their interests.
The Reporting Persons may from time-to-time (i) acquire
additional shares of Common Stock (subject to availability at
prices deemed favorable) in the open market, in privately
negotiated transactions, or otherwise, or (ii) dispose of shares
of Common Stock in the open market, in privately negotiated
transactions or otherwise.
Page 8 of 15 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF
CLASS:
The aggregate number of shares of Common Stock owned
beneficially by the Reporting Persons is 552,000,
representing 9.5% of such class of securities. The
number of shares of Common Stock owned by each of the
Owners is set forth in the table below:
TABLE OF OWNERSHIP
Direct Number of Shares of
Owner Common Stock Owned
------ -------------------
AXM 385,000
TAMCO (managed accounts) 162,500
Mr. Osborne 4,500
-------
Total: 552,000
(b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH
REPORTING PERSONS HOLD:
With respect to AXM and TCWG:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote:
552,000.
(iii) Sole power to dispose or to direct the
disposition: 0.
(iv) Shared power to dispose or to direct the
disposition: 552,000.
With respect to Mr. Day:
(i) Sole power to vote or to direct the vote:
552,000.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the
disposition: 552,000.
(iv) Shared power to dispose or to direct the
disposition: 0.
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
Not applicable.
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO
RECEIVE OR THE POWER TO DIRECT DIVIDENDS
Not applicable.
Page 9 of 15 Pages
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS
OF SECURITIES:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Statement
<PAGE>
Page 10 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
March 24, 2000
APEX MORTGAGE CAPITAL, INC.
By: /s/ Daniel K. Osborne
Name: Daniel K. Osborne
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
THE TCW GROUP, INC.
By: /s/ Michael E. Cahill
Name: Michael E. Cahill
Title: Managing Director, General
Counsel & Secretary
ROBERT A. DAY
By: /s/ Michael E. Cahill
Name: Michael E. Cahill
Title: Authorized Signatory
<PAGE>
Page 11 of 15 Pages
SCHEDULE I
BOARD OF DIRECTORS OF APEX MORTGAGE CAPITAL, INC.
All of the following individuals are directors of Apex Mortgage
Capital, Inc. Each director is a citizen of the United States of
America:
PETER G. ALLEN
Investment Banker
264 Conway Avenue
Los Angeles, CA 90024
JOHN C. ARGUE
Of Counsel
Argue Pearson Harbison & Myers
444 South Flower Street
Los Angeles, CA 90071
PHILIP A. BARACH
President and Chief Executive Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
THE HON. JOHN A. GAVIN
Chairman, Gamma Holdings
10263 Century Woods Drive
Los Angeles, CA 90067
CARL C. GREGORY, III
Chairman and Chief Executive Officer
West Capital Financial Services Corp.
5775 Roscoe Court
San Diego, CA 92123
JEFFREY E. GUNDLACH
Vice Chairman and Chief Investment Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, CA 90017
MARC I. STERN
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
<PAGE>
Page 12 of 15 Pages
SCHEDULE II
BOARD OF DIRECTORS OF THE TCW GROUP, INC.
All of the following individuals are directors of The TCW Group,
Inc. Each director is a citizen of the United States of America
unless otherwise indicated below:
JOHN M. BRYAN
Partner
Bryan & Edwards
600 Montgomery St., 35th Floor
San Francisco, CA 94111
ROBERT A. DAY
Chairman of the Board, Chairman and Chief Executive Officer
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
DAMON P. DE LASZLO, ESQ.
Managing Director of Harwin Engineers S.A., Chairman & D.P.
Advisers Holdings Limited
Byron's Chambers
A2 Albany, Piccadilly
London W1V 9RD - England
(Citizen of United Kingdom)
WILLIAM C. EDWARDS
Partner
Bryan & Edwards
3000 Sand Hill Road, Suite 190
Menlo Park, CA 94025
ERNEST O. ELLISON
Vice Chairman
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, California 90017
HAROLD R. FRANK
Chairman of the Board
Applied Magnetics Corporation
6054 LaGoleta Road
Goleta, CA 93117
Page 13 of 15 Pages
CARLA A. HILLS
1200 19th Street, N.W., Suite 201
Washington, DC 20036
DR. HENRY A. KISSINGER
Chairman
Kissinger Associates, Inc.
350 Park Ave., 26th Floor
New York, NY 10022
THOMAS E. LARKIN, JR.
President Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
KENNETH L. LAY
Enron Corp.
1400 Smith Street
Houston, TX 77002-7369
MICHAEL T. MASIN, ESQ.
Vice Chairman
GTE Corporation
One Stamford Forum
Stamford, CT 06904
EDFRED L. SHANNON, JR.
Investor/Rancher
1000 S. Fremont Ave.
Alhambra, CA 91804
ROBERT G. SIMS
Private Investor
11770 Bernardo Plaza Court, Suite 108
San Diego, CA 92128
MARC I. STERN
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
Page 14 of 15 Pages
YASUYUKI TAYAMA
Managing Director
The Yusad Fire and Marine Insurance Company, Limited
26-1, Nishi-Shinjuku
Shinjuku-Ku, Toyko, 112-0014 Japan
(Citizen of Japan)
<PAGE>
Page 15 of 15 Pages
EXHIBIT 1
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing
Statement on Schedule 13D is filed on behalf of each of them and
that all subsequent amendments to such Statement on Schedule 13D
may be filed on behalf of each of them without the necessity of
entering into or filing any additional joint filing statements.
The undersigned acknowledge that each of them will be responsible
for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning each of
them, respectively, contained herein and therein, but will not be
responsible for the completeness and accuracy of the information
concerning the others of them, except to the extent that the
undersigned know or have reason to believe that such information
is inaccurate.
March 24, 2000
APEX MORTGAGE CAPITAL, INC.
By: /s/ Daniel K. Osborne
Name: Daniel K. Osborne
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial officer
THE TCW GROUP, INC.
By: /s/ Michael E. Cahill
Name: Michael E. Cahill
Title: Managing Director, General
Counsel & Secretary
ROBERT A. DAY
By: /s/ Michael E. Cahill
Name: Michael E. Cahill
Title: Authorized Signatory
