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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Hanover Capital Mortgage Holdings, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
410761209
---------
(CUSIP Number)
January 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-l(b)
[X] Rule 13d-l(c)
[ ] Rule 13d-l(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 1 of 8 Pages
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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 NONE
PERSON
WITH 7. SOLE DISPOSITIVE POWER
30,000
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON*
IN
Page 2 of 8 Pages
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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 26,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING NONE
PERSON
WITH 7. SOLE DISPOSITIVE POWER
26,000
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12. TYPE OF REPORTING PERSON*
IN
Page 3 of 8 Pages
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Item l(a): Name of Issuer:
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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 Business Office:
- ---------- ------------------------------------------------------------
and 2(b):
- ---------
The Statement is being filed by (1) Lawrence M. Blau ("Mr.
Blau") as owner of his Individual Retirement Account and (2)
Mark Metzger ("Mr. Metzger") (a) as owner of his Individual
Retirement Account, and (b)as investment manager of the Beth
and Mark Metzger Foundation.
The business address of Mr. Blau and Mr. Metzger is 520
Madison Avenue, 32nd Floor, New York, New York 10022.
Item 2(c): Citizenship:
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Mr. Blau and Mr. Metzger are United States citizens.
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 240.13d-1(c), check
this box [X]
Page 4 of 8 Pages
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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 warrants ("Warrants"), each of which
entitles the holder to purchase one share of Common Stock at
$15.00. The warrants expire on September 15, 2000.
Mr. Metzger has Beneficial Ownership of, and sole voting and
dispositive power with respect to, 26,000 Warrants.
The Warrants which are the subject of this statement are
held by Mr. Blau's Individual Retirement Account (30,000
Warrants), Mr. Metzger's Individual Retirement Account
(20,000 Warrants), and the Beth and Mark Metzger Foundation
(1,000 Warrants).
The percentages used herein are calculated based upon the
6,321,899 shares of Common Stock stated to be issued and
outstanding as of October 30, 1998, as reflected in the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
Item 5: Ownership of Five Percent or Less of a Class:
- ------- ---------------------------------------------
The Beneficial Ownership of Common Stock by Mr. Blau and Mr.
Metzger is less than 1%.
Item 6: Ownership of More Than Five Percent on Behalf
- ------- ---------------------------------------------
of Another Person:
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No person other than those identified in Item 4 above 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.
Page 5 of 8 Pages
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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.
Page 6 of 8 Pages
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SIGNATURE
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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.
January 25, 1999
/s/ Lawrence M. Blau
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Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
Page 7 of 8 Pages
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SIGNATURE
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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.
January 25, 1999
/s/ Lawrence M. Blau
------------------------
Lawrence M. Blau
/s/ Mark Metzger
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Mark Metzger
Page 8 of 8 Pages
