-----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, EF+46etWo2nYlWe2dtG2rR6k57VOfESTfjnoDT8miCynW6DiUZoFpUHe3A1gnl6u FxdMoZ6LSKz4QsuwbSvGfg== 0000902595-00-000028.txt : 20000328 0000902595-00-000028.hdr.sgml : 20000328 ACCESSION NUMBER: 0000902595-00-000028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000327 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 13D SEC ACT: SEC FILE NUMBER: 005-52293 FILM NUMBER: 578768 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: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Hanover Capital Mortgage Holdings, Inc. --------------------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 410761100 (CUSIP Number) Daniel K. Osborne Executive Vice President, Chief Operating Officer and Chief Financial Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite, 1800 Los Angeles, California 90017 (213) 244-0000 ----------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 2000 (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] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 15 Pages) CUSIP No. 410761100 13 D Page 2 of 15 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Apex Mortgage Capital, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 552,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 552,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14 TYPE OF REPORTING PERSON CO CUSIP No. 410761100 13 D Page 3 of 15 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The TCW Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 552,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 552,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14 TYPE OF REPORTING PERSON HC, CO CUSIP No. 410761100 13D Page 4 of 15 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Robert A. Day 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 552,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 552,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% 14 TYPE OF REPORTING PERSON IN, HC Page 5 of 15 Pages ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock, $.01 par value per share ("Common Stock"), of Hanover Capital Mortgage Holdings, Inc. (the "Issuer"). The address of the principal executive office of the Issuer is 90 West Street, Suite 2210, New York, New York 10006. ITEM 2. IDENTITY AND BACKGROUND Apex Mortgage Capital, Inc., a Maryland corporation ("AXM"), is a Real Estate Investment Trust that invests in United States agency and other highly rated, single-family real estate adjustable and fixed rate mortgage related assets. TCW Investment Management Company, a California corporation ("TIMCO"), is a management company that manages the day-to-day operations of AXM. This Statement is filed by AXM, The TCW Group, Inc., a Nevada corporation ("TCWG"), and Robert A. Day, an individual (collectively, the "Reporting Persons"). TCWG is a holding company of entities involved in the principal business of providing investment advice and management services. Each of TCW Asset Management Company, a California corporation ("TAMCO"), and TIMCO is a direct wholly owned subsidiary of TCWG. Daniel K. Osborne, an individual, is the Executive Vice President, Chief Operating Officer and Chief Financial Officer of AXM, a Senior Vice President of TIMCO and a Senior Vice President of TAMCO, and, as such, has full management and investment authority with respect to the shares of Common Stock owned of record or beneficially by AXM and TAMCO, including the authority to acquire, dispose of and vote shares of Common Stock owned by them. Mr. Robert Day is the Chairman of the Board and Chief Executive Officer of TCWG. Mr. Day may be deemed to control TCWG, although he disclaims control of, and beneficial ownership of any Common Stock beneficially owned by, TCWG. AXM and TCWG may constitute a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 with respect to their beneficial ownership of the shares of Common Stock to which this Statement relates. The address of the principal business and principal office of the Reporting Persons is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. The shares of Common Stock to which this Statement relates are owned indirectly by TAMCO (on behalf of certain managed accounts) and directly by AXM. Mr. Osborne owns 4,500 shares of Common Stock, including 500 shares owned in the name of Mr. Osborne's spouse (TAMCO, AXM and Mr. Osborne collectively being referred to herein as the "Owners"). The Owners are of the view that they are not collectively acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act") and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the others of them within the meaning of Rule 13d-3 promulgated under the 1934 Act, and each of the Owners disclaims control, and beneficial ownership of any Common Stock owned by, the others of them. In addition, each of AXM and Page 6 of 15 Pages TCWG disclaims control of, and beneficial ownership of any Common Stock owned by, Mr. Osborne. The executive officers of AXM are listed below. The principal business address for each such executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each such executive officer is a citizen of the United States of America. Philip A. Barach President & Chief Executive Officer Jeffrey E. Gundlach Chief Investment Officer Daniel K. Osborne Executive Vice President, Chief Operating Officer & Chief Financial Officer Joseph J. Galligan Senior Vice President David S. Devito Controller Michael E. Cahill Secretary Philip K. Holl Assistant Secretary Schedule I attached hereto and incorporated herein sets forth with respect to each director of AXM his or her name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. The executive officers of TCWG are listed below. The principal business address for each such executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each such executive officer is a citizen of the United States of America. Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Vice Chairman of the Board Marc I. Stern President Alvin R. Albe, Jr. Executive Vice President, Finance & Administration Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director Michael E. Cahill Managing Director, General Counsel & Secretary William C. Sonneborn Managing Director, Chief Financial Officer & Assistant Secretary Schedule II attached hereto and incorporated herein sets forth with respect to each director of TCWG his or her name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, none of the Reporting Persons, nor, with respect to AXM and TCWG, to the best of their knowledge, any of their respective executive officers and directors, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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 laws or finding any violation with respect to such laws. Page 7 of 15 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the close of business on March 22, 2000, AXM had purchased in the aggregate 385,000 shares of Common Stock for a total consideration of $1,842,484.26, which amount was obtained from its working capital. As of the close of business on March 22, 2000, TAMCO (on behalf of certain managed accounts) had purchased in the aggregate 162,500 shares of Common Stock for a total consideration of $796,825.04, which amount was obtained from funds under management. As of the close of business on March 22, 2000, Mr. Osborne had purchased in the aggregate 4,500 shares of Common Stock for a total consideration of $19,812.50, which amount was obtained from his personal funds. ITEM 4. PURPOSE OF TRANSACTIONS As of the date of this Statement, except as set forth below, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons acquired the shares of Common Stock covered by this Statement for investment purposes. Each of them and the other entities and individuals referred to herein reserves full discretion to make its, his or her own investment decisions with respect to the Common Stock owned directly or beneficially by it, him or her from time to time, including, but not limited to, the timing and amount of purchases and the timing and amount of dispositions of shares of Common Stock. Such decisions will depend on a variety of factors not presently determinable, including, but not limited to, alternative investment opportunities available to them, general economic conditions and monetary, stock market and regulatory conditions. The Reporting Persons continue to closely monitor the Issuer's performance. The Reporting Persons and their representatives and advisers intend from time-to-time to discuss the Issuer and its business and management with members of the board of directors and management of the Issuer. In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Issuer. These communications may include discussions of the Issuer's strategic alternatives. The Reporting Persons may modify their plans in the future, and may exercise any and all of their respective rights as shareholders of the Issuer in a manner consistent with their interests. The Reporting Persons may from time-to-time (i) acquire additional shares of Common Stock (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions, or otherwise, or (ii) dispose of shares of Common Stock in the open market, in privately negotiated transactions or otherwise. Page 8 of 15 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The aggregate number of shares of Common Stock owned beneficially by the Reporting Persons is 552,000, representing 9.5% of such class of securities. The number of shares of Common Stock owned by each of the Owners is set forth in the table below: TABLE OF OWNERSHIP Direct Number of Shares of Owner Common Stock Owned ------ ------------------- AXM 385,000 TAMCO (managed accounts) 162,500 Mr. Osborne 4,500 ------- Total: 552,000 (b) NUMBER OF SHARES OF COMMON STOCK AS TO WHICH REPORTING PERSONS HOLD: With respect to AXM and TCWG: (i) Sole power to vote or to direct the vote: 0. (ii) Shared power to vote or to direct the vote: 552,000. (iii) Sole power to dispose or to direct the disposition: 0. (iv) Shared power to dispose or to direct the disposition: 552,000. With respect to Mr. Day: (i) Sole power to vote or to direct the vote: 552,000. (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition: 552,000. (iv) Shared power to dispose or to direct the disposition: 0. (c) TRANSACTIONS IN THE PREVIOUS 60 DAYS: Not applicable. (d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS Not applicable. Page 9 of 15 Pages (e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Statement Page 10 of 15 Pages 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. March 24, 2000 APEX MORTGAGE CAPITAL, INC. By: /s/ Daniel K. Osborne Name: Daniel K. Osborne Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer THE TCW GROUP, INC. By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Managing Director, General Counsel & Secretary ROBERT A. DAY By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Authorized Signatory Page 11 of 15 Pages SCHEDULE I BOARD OF DIRECTORS OF APEX MORTGAGE CAPITAL, INC. All of the following individuals are directors of Apex Mortgage Capital, Inc. Each director is a citizen of the United States of America: PETER G. ALLEN Investment Banker 264 Conway Avenue Los Angeles, CA 90024 JOHN C. ARGUE Of Counsel Argue Pearson Harbison & Myers 444 South Flower Street Los Angeles, CA 90071 PHILIP A. BARACH President and Chief Executive Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 THE HON. JOHN A. GAVIN Chairman, Gamma Holdings 10263 Century Woods Drive Los Angeles, CA 90067 CARL C. GREGORY, III Chairman and Chief Executive Officer West Capital Financial Services Corp. 5775 Roscoe Court San Diego, CA 92123 JEFFREY E. GUNDLACH Vice Chairman and Chief Investment Officer Apex Mortgage Capital, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 MARC I. STERN President The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 Page 12 of 15 Pages SCHEDULE II BOARD OF DIRECTORS OF THE TCW GROUP, INC. All of the following individuals are directors of The TCW Group, Inc. Each director is a citizen of the United States of America unless otherwise indicated below: JOHN M. BRYAN Partner Bryan & Edwards 600 Montgomery St., 35th Floor San Francisco, CA 94111 ROBERT A. DAY Chairman of the Board, Chairman and Chief Executive Officer Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 DAMON P. DE LASZLO, ESQ. Managing Director of Harwin Engineers S.A., Chairman & D.P. Advisers Holdings Limited Byron's Chambers A2 Albany, Piccadilly London W1V 9RD - England (Citizen of United Kingdom) WILLIAM C. EDWARDS Partner Bryan & Edwards 3000 Sand Hill Road, Suite 190 Menlo Park, CA 94025 ERNEST O. ELLISON Vice Chairman Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, California 90017 HAROLD R. FRANK Chairman of the Board Applied Magnetics Corporation 6054 LaGoleta Road Goleta, CA 93117 Page 13 of 15 Pages CARLA A. HILLS 1200 19th Street, N.W., Suite 201 Washington, DC 20036 DR. HENRY A. KISSINGER Chairman Kissinger Associates, Inc. 350 Park Ave., 26th Floor New York, NY 10022 THOMAS E. LARKIN, JR. President Trust Company of the West 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 KENNETH L. LAY Enron Corp. 1400 Smith Street Houston, TX 77002-7369 MICHAEL T. MASIN, ESQ. Vice Chairman GTE Corporation One Stamford Forum Stamford, CT 06904 EDFRED L. SHANNON, JR. Investor/Rancher 1000 S. Fremont Ave. Alhambra, CA 91804 ROBERT G. SIMS Private Investor 11770 Bernardo Plaza Court, Suite 108 San Diego, CA 92128 MARC I. STERN President The TCW Group, Inc. 865 South Figueroa St., Suite 1800 Los Angeles, CA 90017 Page 14 of 15 Pages YASUYUKI TAYAMA Managing Director The Yusad Fire and Marine Insurance Company, Limited 26-1, Nishi-Shinjuku Shinjuku-Ku, Toyko, 112-0014 Japan (Citizen of Japan) Page 15 of 15 Pages EX-1 2 JOINT FILING STATEMENT EXHIBIT 1 JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of them and that all subsequent amendments to such Statement on Schedule 13D may be filed on behalf of each of them without the necessity of entering into or filing any additional joint filing statements. The undersigned acknowledge that each of them will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning each of them, respectively, contained herein and therein, but will not be responsible for the completeness and accuracy of the information concerning the others of them, except to the extent that the undersigned know or have reason to believe that such information is inaccurate. March 24, 2000 APEX MORTGAGE CAPITAL, INC. By: /s/ Daniel K. Osborne Name: Daniel K. Osborne Title: Executive Vice President, Chief Operating Officer and Chief Financial officer THE TCW GROUP, INC. By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Managing Director, General Counsel & Secretary ROBERT A. DAY By: /s/ Michael E. Cahill Name: Michael E. Cahill Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----