<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Hanover Capital Mortgage Holdings, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
410761209
(CUSIP Number)
March 16, 1998
(Date of Event which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures 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 ("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>
SCHEDULE 13G
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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 5. SOLE VOTING POWER
BENEFICIALLY 30,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING 441,500
PERSON
WITH 7. SOLE DISPOSITIVE POWER
30,000
8. SHARED DISPOSITIVE POWER
441,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
471,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
IN
2
<PAGE>
SCHEDULE 13G
CUSIP No. 410761209
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Metzger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a [ ]
b [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 5. SOLE VOTING POWER
BENEFICIALLY 41,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING 441,500
PERSON
WITH 7. SOLE DISPOSITIVE POWER
41,000
8. SHARED DISPOSITIVE POWER
442,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
483,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
12. TYPE OF REPORTING PERSON*
IN
3
<PAGE>
Item 1(a): Name of Issuer:
--------------
Hanover Capital Mortgage Holdings, Inc.
(the "Company")
Item 1(b): Address of Issuer's Principal Executive Offices:
-----------------------------------------------
90 West Street, Suite 1508
New York, NY 10006
Items 2(a) Name of Person Filing; Address of Principal
and 2(b): Business Office:
-------------------------------------------
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 States
citizen, (a) in his individual capacity, (b) as owner
of his Individual Retirement Account, (c) as
investment manager of the (i) the Beth and Mark
Metzger Foundation and (ii) an individual account as
to which he has investment direction (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.
Item 2(c): Citizenship:
-----------
Mr. Blau and Mr. Metzger are United States citizens.
4
<PAGE>
Item 2(d): Title of Class of Securities:
----------------------------
Common stock, par value $.01 per share ("Common
Stock").
Item 2(e): CUSIP Number:
------------
410761209
Item 3: If this statement is filed pursuant to
Section 240.13d-1(c), check this box [X]
----------------------------------------------------
Items 4(a)-(c): Ownership:
---------
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 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.
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 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. Blau shares with Mr.
Metzger voting power and dispositive power over the
441,500 shares of Common Stock held by the Funds.
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).
5
<PAGE>
The percentages used herein are calculated based upon
the 6,466,677 shares of Common Stock stated to be
issued and outstanding as of November 7, 1997, as
reflected in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997.
Item 5: Ownership of the Five Percent of Less of Class:
----------------------------------------------
Not Applicable.
Item 6: Ownership of More Than Five Percent on Behalf
of Another Person:
---------------------------------------------
No person other than those identified in Item 4 above
and the partners of BEM and the shareholders of BEM
International is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds of sale of, Common Stock.
Item 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
----------------------------------------------------
Not Applicable.
Item 8: Identification and Classification of Members
of the Group:
--------------------------------------------
Not Applicable.
Item 9: Notice of Dissolution of Group:
------------------------------
Not Applicable.
Item 10: Certification:
-------------
By signing below each of the undersigned certifies
that, to the best of the undersigned's knowledge and
belief, the securities referred to above were not
acquired and are not held for the purpose of or with
the effect of changing or influencing the control of
the issuer of the securities and were not acquired
and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
6
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 16, 1998
/s/ Lawrence M. Blau
----------------------------------
Lawrence M. Blau
/s/ Mark Metzger
----------------------------------
Mark Metzger
7
<PAGE>
EXHIBIT INDEX
Exhibit A: Joint filing agreement, dated March 16, 1998,
among the signatories to this Schedule 13G.
<PAGE>
Exhibit A
---------
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: March 16, 1998
/s/ Lawrence M. Blau
-----------------------
Lawrence M. Blau
/s/ Mark Metzger
-----------------------
Mark Metzger
