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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hanover Capital Mortgage Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
410761100-Common
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(Cusip Number)
Wallace R. Weitz
President
and
Mary Beerling, Esq.
Vice President/General Counsel
1125 South 103rd Street, Suite 600
Omaha, Nebraska 68124
(402) 391-1980
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Name, Address and Telephone Number of Notice Person
April 7, 2000
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(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]
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CUSIP No. 410761100 13D
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Wallace R. Weitz & Company Tax I.D. No. 47-0654095
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: 1,975,100
8) Shared Voting Power: None
9) Sole Dispositive Power: 1,975,100
10) Shared Dispositive Power: None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,975,100
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14) TYPE OF REPORTING PERSON
IA
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CUSIP No. 410761100 13D
15) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Weitz Series Fund, Inc.-Value Fund Tax I.D. No. 47-0692800
2) CHECK THE APPROPRIATE BOX IF PART OF A GROUP
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: None
8) Shared Voting Power: 639,400
9) Sole Dispositive Power: None
10) Shared Dispositive Power: 639,400
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,400
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14) TYPE OF REPORTING PERSON
IV
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CUSIP No. 410761100 13D
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Weitz Partners, Inc.- 47-0768141
Partners Value Fund
2) CHECK THE APPROPRIATE BOX IF PART OF A GROUP
(a) [ ]
(b) [X ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: None
8) Shared Voting Power 615,000
9) Sole Dispositive Power None
10) Shared Dispositive Power 615,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,000
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14) TYPE OF REPORTING PERSON
IV
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CUSIP No. 410761100 13D
1) NAME OF REPORTING PERSON I.R.S. NUMER OF REPORTING PERSON
Weitz Partners III Limited Partnership 47-0655997
2) CHECK THE APPROPRIATE BOX IF PART OF A GROUP
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO: Funds of investment limited partners
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: None
8) Share Voting Power: 674,200
9) Sole Dispositive Power: None
10) Shared Dispositive Power: 674,200
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,200
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14) TYPE OF REPORTING PERSON
PN
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CUSIP No. 410761100 13D
1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON
Wallace R. Weitz Tax I.D. No. ###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
None
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7) Sole Voting Power: None
8) Shared Voting Power: 1,975,000
9) Sole Dispositive Power: None
10) Shared Dispositive Power: 1,975,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14) TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
The classes of equity securities to which this statement relates is the common
stock (the "Securities") of Hanover Capital Mortgage Holdings, Inc. (the
"Issuer"). In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934, the amount of the Securities reported on this statement includes
warrants which are convertible by the Reporting Persons into common stock within
sixty days. The Issuer's principal executive offices are located at 90 West
Street, Suite 2210, New York, New York 10006.
Item 2. IDENTITY AND BACKGROUND
Wallace R. Weitz & Company ("Weitz & Co."), a Nebraska corporation, is an
investment adviser registered with the Securities and Exchange Commission under
the Investment Advisers Act of 1940, as amended. Weitz & Co. provides investment
advice to certain investment limited partnerships, individual advisory accounts
and registered investment companies. Weitz Series Fund, Inc., is a registered
investment company organized as a Minnesota corporation and having four
individual series, including the Value Fund (" Value Fund"). Weitz Partners,
Inc. is a registered investment company organized as a Nebraska corporation and
having one series, the Partners Value Fund ("Partners Value Fund"). Weitz
Partners III Limited Partnership ("Partners III") is a Nebraska limited
partnership whose sole General Partner is Wallace R. Weitz. The principal office
of Weitz & Co., Value Fund, Partners Value Fund and Partners III is One Pacific
Place, 1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124.
The Securities to which this statement relates were acquired on behalf of
investment advisory clients of Weitz & Co., including Value Fund, Partners Value
Fund and Partners III under sole discretionary authority granted to Weitz & Co
by such advisory clients. None of the Securities are owned by or on behalf of
Weitz & Co. or by any officer or director of Weitz & Co. or by any of the
officers or directors of Value Fund, Partners Value Fund or the General Partner
of Partners III. Weitz & Co. may, however, from time to time own shares of the
Value Fund or the Partners Value Fund.
This statement is also being filed by Wallace R. Weitz, President and sole owner
of Weitz & Co., in the event he could be deemed to be an indirect beneficial
owner of the Securities reported by Weitz & Co. through the exercise of voting
control and/or dispositive power over the Securities as a result of his official
positions or ownership of the voting securities of Weitz & Co. Neither Weitz &
Co. nor Mr. Weitz owns any Securities for its or his own account and each
disclaims beneficial interest in any of the Securities reported in the
statement.
Weitz & Co., Value Fund, Partners Value Fund, Partners III and Mr. Weitz are
referred to collectively in this statement as the "Reporting Persons".
During the past five years none of the Reporting Persons has been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body involving any alleged violations of any securities laws.
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Schedule I which is attached to this statement and incorporated herein sets
forth the names, business addresses and principal occupations of each director
and officer of Weitz & Co., each director and officer of Weitz Series Fund, Inc.
and Weitz Partners, Inc. and the General Partner of Weitz Partners III.
Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons used approximately $9,096,913 in the aggregate to purchase
the Securities reported on this statement. Such consideration came from the
assets of the advisory clients and not the assets of Weitz & Co. None of the
funds used to purchase the Securities were borrowed funds.
Item 4. PURPOSE OF TRANSACTION
The Securities reported in this statement were acquired in the ordinary course
of business by Weitz & Co. on behalf of its investment advisory clients for
investment purposes with the goal of capital appreciation. The Securities are
reported by Weitz & Co. and Mr. Weitz, President of Weitz & Co. in the event
that either should be deemed to be a member of a group under Section 13(d)(3) or
the beneficial owner of the Securities under the provisions of subparagraph (b)
of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership by
Weitz & Co. and Mr. Weitz as members of a group or as beneficial owners is
expressly disclaimed, as permitted by Rule 13d-4. Weitz & Co. may from time to
time acquire additional Securities on behalf of advisory clients or dispose of
all or a portion of the current holdings of Securities.
Weitz & Co. is engaged in the business of investment management and pursues an
investment philosophy of identifying undervalued situations and acquiring
positions in undervalued companies on behalf of its advisory clients. In
pursuing this investment philosophy, Weitz & Co. analyzes the operations,
capital structure and markets of companies in which its clients invest and
continuously monitors the business operations of such companies through analysis
of financial statements and other public documents, through discussion with
knowledgeable industry observers, and with management of such companies, often
at management's invitation.
Weitz & Co., as an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 may elect to file securities ownership reports
required by the Securities and Exchange Act of 1934 on Schedule 13G. Weitz & Co.
routinely uses Schedule 13G to report its beneficial ownership of securities
purchased for its advisory clients. As a result of investment analysis and the
occurrence of events, Weitz & Co. may desire to participate in discussions with
management of a particular company or with third parties about significant
matters in which Weitz & Co. may suggest possible courses of action to assist in
building corporate intrinsic value per share or to cause a company's true
economic value to be recognized. In such situations Weitz & Co. may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more
freely involved with management and to enter into discussions with third parties
concerning possible strategic alternatives.
To obtain the necessary flexibility to have such discussions with management,
other shareholders and third parties, Weitz & Co. is converting its ownership
filing on Schedule 13G to a filing on
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Schedule 13D. Depending on such discussions and consideration of strategic
alternatives, Weitz & Co. could support one or more of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of Securities owned beneficially by Weitz & Co. is
1,975,100 shares of common stock and warrants representing 28.4% of such
Securities. The aggregate number of shares of common stock and warrants
owned of record by the Value Fund is 639,400 representing 10.4% of such
Securities. The aggregate number of shares of common stock and warrants
owned of record by the Partners Value Fund is 615,000 representing 9.9% if
such Securities. The aggregate number of shares of common stock and
warrants owned of record by Partners III is 674,200 representing 10.8% of
such Securities.
(b) Weitz & Co. has the sole power to vote or direct the vote of the
Securities and the sole power to dispose of or direct the disposition of
the Securities.
(c) On February 25, 2000, Weitz & Co., on behalf of an advisory client, sold
1,000 shares of the Securities at a price of $3 5/8 per share and on March
15, 2000, Weitz & Co., on behalf of an advisory client, sold 222,600
shares of the Securities at $3 3/16 per share.
(d) Weitz & Co.'s advisory clients have the sole right to receive and, subject
to notice, to withdraw the proceeds from the sale of the Securities, and
the sole power to direct the receipt of dividends from the Securities held
for their accounts. Investment advisory clients may also terminate the
investment advisory agreements without penalty upon appropriate notice.
Weitz & Co. does not have an economic interest in any of the Securities
reported in this statement.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
As discussed above, Weitz & Co. has written investment advisory contracts with
each of its clients who own the Securities of the Issuer. Such contracts provide
Weitz & Co. investment authority over all securities purchased for the
individual accounts. There are no special arrangements with respect to the
Securities of the Issuer. Weitz & Co. has voting authority with respect to the
securities owned of record by its advisory clients.
Item 7. MATERIAL TO BE FILED AS AN EXHIBIT
Schedule I. Information Concerning the Officers and Directors of Weitz & Co.,
Value Fund, Partners Value Fund and the General Partner of Partners III.
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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.
Dated: April 7, 2000
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WEITZ SERIES FUND, INC.-VALUE FUND
By: /s/ Mary K. Beerling
Name: Mary K. Beerling
Title: Vice President
WEITZ PARTNERS, INC.-PARTNERS VALUE FUND
By: /s/ Mary K. Beerling
Name: Mary K. Beerling
Title: Vice President
WEITZ PARTNERS III LIMITED PARTNERSHIP
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: General Partner
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13D with respect to the Securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to this
Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement
as of the 7th day of April, 2000.
WALLACE R. WEITZ & COMPANY
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: President
WEITZ SERIES FUND, INC.-VALUE FUND
By: /s/ Mary K. Beerling
Name: Mary K. Beerling
Title: Vice-President
WEITZ PARTNERS, INC.-PARTNERS VALUE FUND
By: /s/ Mary K. Beerling
Name: Mary K. Beerling
Title: Vice President
WEITZ PARTNERS III LIMITED PARTNERSHIP
By: /s/ Wallace R. Weitz
Name: Wallace R. Weitz
Title: General Partner
WALLACE R. WEITZ
(Individually)
/s/ Wallace R. Weitz
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Schedule I
Information with Respect to Officers, Directors, General Partner
All of the following individuals are Officers and Directors of Wallace R. Weitz
& Company. Each Officer and Director is a citizen of the United States of
America:
Wallace R. Weitz Linda L. Lawson
President Vice President
1125 S. 103rd St., Ste. 600 1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008 Omaha, NE 68124-6008
Barbara V. Weitz Mary K. Beerling
Professor, University of Nebraska at Omaha Vice President
6001 Dodge St., Annex 40 1125 S. 103rd St., Ste. 600
Omaha, NE 68182 Omaha, NE 68124-6008
Richard F. Lawson
Vice President
1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008
All of the following individuals are Officers of Weitz Series Fund, Inc.--Value
Fund and Weitz Partners, Inc.--Partners Value Fund. Each Officer is a citizen of
the United States of America:
Wallace R. Weitz
President
1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008
Richard F. Lawson
Vice President
1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008
Linda L. Lawson
Vice President
1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008
Mary K. Beerling
Vice President
1125 S. 103rd St., Ste. 600
Omaha, NE 68124-6008
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All of the following individuals are Directors of Weitz Series Fund, Inc.--Value
Fund and Weitz Partners, Inc.--Partners Value Fund. Each Director is a citizen
of the United States of America:
Wallace R. Weitz Mr. Richard D. Holland
President Retired
1125 S. 103rd St., Ste. 600 1501 S. 80th Street
Omaha, NE 68124-6008 Omaha, NE 68124
Ms. Lorraine Chang Mr. Thomas R. Pansing
Consultant Partner
650 North 56th Street Gaines Mullen Pansing & Hogan
Omaha, NE 68132 10050 Regency Circle
Omaha, NE 68114
Mr. John W. Hancock Mr. Del Toebben
Partner Retired
Hancock & Dana 7520 Oakwood Street
12829 West Dodge Rd., Ste. 100 Ralston, NE 68127
Omaha, NE 68124
Wallace R. Weitz, whose address is set forth above, is also the sole General
Partner of Weitz Partners III Limited Partnership.
To the knowledge of management of Wallace R. Weitz & Company, during the last
five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or she 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 law or finding any
violation with respect to such laws.
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