-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IREqo8rplvv+Qv26OVOEHVy9t8mr+hJmizYCLF/aYCFMudfNSw+tJO5yi/aHbqxQ 8FJ1GbNyGDS3eOZ3+y+xow== 0000899140-99-000085.txt : 19990129 0000899140-99-000085.hdr.sgml : 19990129 ACCESSION NUMBER: 0000899140-99-000085 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990128 GROUP MEMBERS: BLAU LAWRENCE GROUP MEMBERS: MARK METZGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER CAPITAL MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001040719 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 133950486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-52293 FILM NUMBER: 99514824 BUSINESS ADDRESS: STREET 1: 90 WEST ST STE 1508 CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2127325086 MAIL ADDRESS: STREET 1: 90 WEST ST STE 1508 CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLAU LAWRENCE CENTRAL INDEX KEY: 0000949266 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 520 MADISON AVE 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128328720 MAIL ADDRESS: STREET 1: 520 MADISON AVE 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 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. --------------------------------------- (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 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 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 Item l(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 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: - ---------- ------------ 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 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: ------------------ 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 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 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. January 25, 1999 /s/ Lawrence M. Blau ------------------------ Lawrence M. Blau /s/ Mark Metzger ------------------------ Mark Metzger Page 7 of 8 Pages 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. January 25, 1999 /s/ Lawrence M. Blau ------------------------ Lawrence M. Blau /s/ Mark Metzger ------------------------ Mark Metzger Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----