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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.
Common Stock, $ .01 par value
(Title of Class of Securities)
410761209
(CUSIP Number)
Mark G. Ewald
BEM Management, Inc.
520 Madison Avenue
New York, New York 10022
(212) 832-8720
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 1998
(Date of Event which Requires Filing 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 (b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x].
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SCHEDULE 13D
CUSIP No. 410761209
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence M. Blau
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a [ ]
b [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 30,000
OWNED BY
REPORTING 8. SHARED VOTING POWER
PERSON 441,500
WITH
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
441,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
471,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14. TYPE OF REPORTING PERSON* IN
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SCHEDULE 13D
CUSIP No. 410761209
15. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a [ ]
b [ ]
17. SEC USE ONLY
18. SOURCE OF FUNDS*
00
19. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2(e) [ ]
20. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 41,000
OWNED BY
REPORTING 8. SHARED VOTING POWER
PERSON 441,500
WITH
9. SOLE DISPOSITIVE POWER
41,000
10. SHARED DISPOSITIVE POWER
442,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
483,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14. TYPE OF REPORTING PERSON* IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the Common Stock, par value $.01 per share (the "Common Stock"), of Hanover
Capital Mortgage Holdings, Inc., a Maryland corporation (the "Company"). The
principal executive offices of the Company are located at 90 West Street, Suite
1508, New York, New York 10006.
Item 2. Identity and Background
The Statement is being filed by (1) Lawrence M. Blau ("Mr.
Blau"), a United States citizen, (a) as owner of his Individual Retirement
Account and (b) in his capacity as (i) one of the two managing partners of BEM
Partners, L.P., a limited partnership organized under the laws of the state of
Delaware ("BEM") and (ii) chairman of BEM International Management Ltd., a
corporation organized under the laws of Bermuda ("BEM International Management")
that serves as investment manager to BEM International Ltd., a corporation
organized under the laws of Bermuda ("BEM International") and, together with
BEM, the "Funds"); and (2) Mark Metzger ("Mr. Metzger"), a United State citizen,
(a) in his individual capacity, (b) as owner of his Individual Retirement
Account, (c) as investment manager of (i) the Beth and Mark Metzger Foundation
and (ii) an individual account as to which he has investment discretion (the
"discretionary Account"), and (d) in his capacity as (i) one of the two managing
partners of BEM and (ii) vice chairman of BEM International Management. Mr. Blau
and Mr. Metzger are sometimes collectively referred to herein as the "Reporting
Persons".
Mr. Blau and Mr. Metzger, as managing general partners of BEM,
are primarily responsible for the management of its assets. Mr. Blau and Mr.
Metzger, as chairman and vice chairman, respectively, of BEM International
Management and pursuant to various contractual arrangements are primarily
responsible for the management of BEM International's assets. Mr. Blau and Mr.
Metzger are also president and managing director, respectively, of BEM
Management, Inc., a Delaware corporation that serves as administrator of BEM.
The principal offices of BEM and BEM Management, Inc. are located at 520 Madison
Avenue, 32nd Floor, New York, New York 10022, which is also the business address
of Mr. Blau and Mr.Metzger.. The principal business offices of BEM International
Management and BEM International are located at Rosebank Centre, 11 Bermudiana
Road, Pembroke HM 08, Bermuda.
The shares of Common Stock which are the subject of this
statement are held by BEM (332,000 shares), BEM International (109,500 shares),
Mr. Blau's Individual Retirement Account (30,000 shares), Mr. Metzger (20,000
shares), Mr. Metzger's Individual Retirement Account (20,000 shares), the Beth
and Mark Metzger Foundation (1,000 shares), and the Discretionary Account (1,000
shares).
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is a subject to
a judgement, decree or final order enjoining future violations of,
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or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Considerations
The Funds, Mr. Blau, Mr. Metzger, the Beth and Mark Metzger
Foundation and the Discretionary Account expended an aggregate of approximately
$8,850,874 (including brokerage commissions) to purchase 513,500 shares of
Common stock held by them. The source of these monies was working capital in the
case of shares of Common Stock held by the Funds and personal funds in the case
of shares of Common Stock held by Mr. Blau's Individual Retirement Account, Mr.
Metzger, Mr. Metzger's Individual Retirement Account, the Beth and Mark Metzger
Foundation and the Discretionary Account.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by each of
the Reporting Persons is for investment. Each Reporting Person may make further
purchases of Common Stock for his own account or for the account of either or
both of the Funds from time to time and may dispose of any or all of the shares
of Common Stock held by him or the Funds at any time.
Except as set forth above, neither of the reporting persons nor, to the
best of their knowledge, the Funds have any present plans or proposals that
relate to or would result in any of the actions required to be described in Item
4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or reconsider
its position with respect to the Company and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) - (b) On the date of this Statement:
1. Mr. Blau has beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of, and
sole voting and dispositive power with respect to, 30,000 shares of Common Stock
and Beneficial Ownership of 441,500 shares of Common Stock by virtue of his
position as one of the two managing general partners of BEM and as one of the
two persons responsible, through BEM International Management, for the
management of the assets of BEM International. The aggregate of such shares
(471,500) represent approximately 7.3% of the issued and outstanding shares of
Common Stock. Mr. Blau shares with Mr. Metzger voting power and dispositive
power over the 441,500 shares of Common Stock held by the Funds.
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2. Mr. Metzger has Beneficial Ownership of, and sole voting
and dispositive power with respect to, 41,000 shares of Common Stock and
Beneficial Ownership of 441,500 shares of Common Stock by virtue of his position
as one of the two managing general partners of BEM and as one of the two persons
responsible, through BEM International Management, for the management of the
assets of BEM International. Mr. Metzger also has Beneficial Ownership and
shared dispositive power over 1,000 shares of Common Stock held in an account
over which he has investment discretion. The aggregate of such shares (483,500)
represent approximately 7.5% of the issued and outstanding shares of Common
Stock. Mr. Metzger shares with Mr. Blau voting power and dispositive power over
the 441,500 shares of Common Stock held by the Funds.
3. The percentages used herein are calculated based upon the
6,466,677 shares of Common Stock stated to be issued and outstanding at November
7, 1997, as reflected in the Company's Form 10-Q for the quarter ended September
30, 1997.
(c) The trading dates, number of shares purchased and price
per share (including commissions) for all transactions by the Reporting Persons
during the past 60 days are set forth in Schedule I hereto. All such
transactions were effected on the American Stock Exchange.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement among the Reporting Persons.
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Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
January 26, 1998
/s/ Lawrence M. Blau
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Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
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Schedule I
Date Shares Purchased Price Per Share
---- ---------------- ---------------
BEM Partners, L.P. 12/4/97 10,000 17.06
12/30/97 3,000 16.08
12/31/97 4,000 16.45
1/6/98 14,000 16.54
1/7/98 2,000 16.58
1/15/98 67,000 17.26
1/16/98 46,000 17.31
1/20/98 75,000 17.31
1/21/98 34,000 17.31
BEM International Ltd. 12/4/97 2,500 17.06
12/30/97 1,100 16.08
12/31/97 1,200 16.45
1/6/98 8,000 16.54
1/7/98 1,000 16.58
1/15/98 29,100 17.26
1/16/98 7,900 17.31
1/20/98 25,000 17.31
1/21/98 10,700 17.31
Lawrence M. Blau 1/21/98 10,000 17.31
Beth and Mark Metzger 1/21/98 1,000 17.43
Foundation
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Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated
January 26, 1998 with respect to the Common Stock of Hanover Capital Mortgage
Holdings, Inc. is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall constitute one
and the same instrument.
Dated: January 26, 1998
/s/ Lawrence M. Blau
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Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
