-----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, KdycznpcLzlMSqN7AKHc5exrV5Fo1C7OkyJCOuYa5dXHVj7O+mKVHueQ5tLIF4PH cgEaY/htqFRRU4pu1q/pOg== /in/edgar/work/0000950159-00-000415/0000950159-00-000415.txt : 20001107 0000950159-00-000415.hdr.sgml : 20001107 ACCESSION NUMBER: 0000950159-00-000415 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001106 GROUP MEMBERS: BUCK JAY GROUP MEMBERS: DEMETER ASSET MANAGEMENT, INC. GROUP MEMBERS: ROCKWOOD ASSET MANAGEMENT, INC. GROUP MEMBERS: ROCKWOOD PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER CAPITAL MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001040719 STANDARD INDUSTRIAL CLASSIFICATION: [6162 ] IRS NUMBER: 133950486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52293 FILM NUMBER: 753913 BUSINESS ADDRESS: STREET 1: 90 WEST ST STREET 2: SUITE 2210 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: BUCK JAY CENTRAL INDEX KEY: 0001084668 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DEMETER ASSET MANAGEMENT INC STREET 2: 104 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036250047 MAIL ADDRESS: STREET 1: DEMETER ASSET MANAGEMENT INC STREET 2: 104 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (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). (Amendment No. 3)* HANOVER CAPITAL MORTGAGE HOLDINGS, INC. --------------------------------------- (Name of Issuer) COMMON STOCK ($0.01 Par Value) --------------------------------- (Title of Class of Securities) 410761100 -------------- (CUSIP Number) Jay Buck President, Demeter Asset Management, Inc. 104 Field Point Road, Greenwich, Connecticut 06830 Tel: (203) 625-0047 Jack P. Governale, Esq., Wolf, Block, Schorr and Solis-Cohen LLP 250 Park Avenue, Suite 1000, New York, New York 10036 Tel: (212) 883-4921 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 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 which 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 [ ]. 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. *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 disclosure 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 (the "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 11 Pages CUSIP No. 410761100 Page 2 of 11 Pages --------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jay Buck 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds OO. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Buck is a United States citizen. 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 410,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 410,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 410,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 8.4% 14 Type of Reporting Person IN CUSIP No. 410761100 Page 3 of 11 Pages --------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Demeter Asset Management, Inc. 2 Check the Appropriate Box If a Member of a Group a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds OO. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Demeter is a Delaware corporation. 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 410,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 410,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 410,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 8.4% 14 Type of Reporting Person CO CUSIP No. 410761100 Page 4 of 11 Pages --------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Rockwood Partners, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds WC. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Rockwood Partners, L.P. is a Delaware limited partnership. 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 410,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 410,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 410,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 8.4% 14 Type of Reporting Person PN CUSIP No. 410761100 Page 5 of 11 Pages --------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Rockwood Asset Management, Inc. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds OO. 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Rockwood Asset Management, Inc. is a Delaware corporation. 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 410,500 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 410,500 11 Aggregate Amount Beneficially Owned by Each Reporting Person 410,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 8.4% 14 Type of Reporting Person CO Page 6 of 11 Pages This filing amends the Schedule 13D/A filed September 18, 2000. Shares beneficially owned by Jay Buck, Demeter Asset Management, Inc., Rockwood Partners, L.P., and Rockwood Asset Management, Inc., remain unchanged. This amendment revises Item 4, regarding plans and proposals. Each of the Reporting Persons (defined below) acknowledges responsibility with respect to the information provided as to such signatory, but assumes no responsibility with respect to the information provided as to any other signatory. The Schedule 13D/A filed September 18, 2000 is amended as follows: "Item 1. Security and Issuer. This Statement relates to the Common Stock, par value $.01 per share ("Common Stock") of Hanover Capital Mortgage Holdings, Inc. (the "Company" or "Issuer"). The principal executive offices of the Issuer are located at 90 West Street, Suite 1508, New York, New York 10006. Item 2. Identity and Background. This statement is filed by: (i) Jay Buck ("Buck") with respect to the shares of Common Stock beneficially owned by: (a) Demeter (defined below), of which Buck is sole stockholder, President and a director; (b) RAM (defined below), of which Buck is the sole stockholder, President and a director. Buck is a U.S. citizen with a business address at 104 Field Point Road, Greenwich, Connecticut 06830, who is principally engaged in the business of investing in securities as a shareholder of an investment management company. (ii) Demeter Asset Management, Inc., a Delaware corporation ("Demeter"), with respect to the shares of Common Stock also beneficially owned by Rockwood Partners (defined below) and by Mariner Partners (defined below) for which Demeter serves as investment manager for a managed account. Demeter is located at 104 Field Point Road, Greenwich, Connecticut 06830 and is in the business of providing investment management services. (iii) Rockwood Partners, L.P., a Delaware limited partnership ("Rockwood Partners"), with respect to the shares of Common Stock owned directly by it. Rockwood Partners is an investment limited partnership located at 104 Field Point Road, Greenwich, Connecticut 06830. (iv) Rockwood Asset Management, Inc., a Delaware corporation ("RAM"), with respect to shares of Common Stock also beneficially owned by Rockwood Partners, of which RAM is the general partner. RAM is located at 104 Field Point Road, Greenwich, Connecticut 06830, and its primary business is serving as the general partner of RAM. Item 3. Source and Amount of Funds or Other Consideration. Rockwood Partners' acquisition of its shares for an aggregate purchase price of $1,663,309 was paid in cash from Rockwood Partners' working capital. Page 7 of 11 Pages Item 4. Purpose of Transaction. Following discussion with the management of the Company, the Reporting Persons submitted a written proposal on November 1, 2000 to the Company's board of directors. This plan included a request to separate the business of Hanover Capital Mortgage Holdings, the REIT, from Hanover Capital Partners and Hanover Trade.Com. Under this plan, the REIT would be managed externally and only hold securities. The continued viability of the other businesses would depend on their being funded outside the REIT or becoming revenue positive immediately. In addition, the Reporting Persons have offered guidance to the Compensation Committee regarding standards for performance based distributions of options and/or cash compensation. It is the present intention of the Reporting Persons to submit the names of three new directors, who support this plan, for the approval of shareholders. Any plan or proposal could result in any of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D, or in actions similar to those described in clauses (a) through (j). Item 5. Interest in Securities of the Issuer. (a) and (b): (i) Buck, with respect to the shares of Common Stock, may be deemed to be the beneficial owner of: 410,500 shares of Common Stock owned by Rockwood Partners, which has as its investment manager Demeter, of which Buck is the sole shareholder, and 0 shares of Common Stock owned by Mariner Partners in a managed account, which has as its investment manager Demeter, of which Buck is the sole shareholder. Buck: (a) Amount beneficially owned: 410,500 (b) Percent of class: 8.4% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 410,500 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 410,500 (ii) Demeter, with respect to the shares of Common Stock, may be deemed to be the beneficial owner of 410,500 shares of Common Stock owned by Rockwood Partners, which has as its investment manager Demeter, and 0 shares of Common Stock owned by Mariner Partners in a managed account, which has as its investment manager Demeter. Demeter: (a) Amount beneficially owned: 410,500 (b) Percent of class: 8.4% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 410,500 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 410,500 Page 8 of 11 Pages (iii) Rockwood Partners owns directly 410,500 shares of Common Stock. Rockwood Partners: (a) Amount beneficially owned: 410,500 (b) Percent of class: 8.4% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 410,500 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 410,500 (iv) RAM, respect to the shares of Common Stock, may be deemed to be the beneficial owner of 410,500 shares of Common Stock owned by Rockwood Partners, of which RAM is the general partner. RAM: (a) Amount beneficially owned: 410,500 (b) Percent of class: 8.4% (c) (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 410,500 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 410,500 (c) The Reporting Persons effected the following purchases of the Issuer's Common Stock in open market transactions: Rockwood Partners, L.P. bought: (a) 5,000 shares at $3.2660 per share on March 15, 2000; (b) 1,900 shares at $3.2689 per share on March 16, 2000; (c) 100,000 shares at $3.2477 per share on March 16, 2000; (d) 1,000shares at $3.2730 per share on March 17, 2000; (e) 5,700 shares at $3.5158 per share on March 28, 2000; (f) 500 shares at $3.5320 per share on March 30, 2000; (g) 1,000 shares at $3.6480 per share on April 11, 2000; (h) 300 shares at $3.8567 per share on April 13, 2000; (i) 4,700 shares at $3.8287 per share on April 14, 2000; (j) 6,200 shares at $3.7027 per share on April 17, 2000; (k) 1,000 shares at $3.7110 per share on April 18, 2000; (l) 500 shares at $3.7200 per share on April 24, 2000; (m) 7,300 shares at $3.7029 per share on April 25, 2000; (n) 3,100 shares at $3.7671 per share on May 4, 2000; (p) 1,700 shares at $3.7694 per share on May 5, 2000; (p) 200 shares at $3.8100 per share on May 8, 2000; (q) 3,000 shares at $4.2327 per share on May 10, 2000; (r) 700 shares at $3.7771 per share on May 11, 2000; (s) 800 shares at $3.7750 per share on May 12, 2000; (t) 5,400 shares at $3.7659 per share on May 15, 2000; (u) 1,000 shares at $3.6380 per share on May 16, 2000; (v) 2,900 shares at $3.7672 per share on May 16, 2000; (w) 3,000 shares at $4.4827 per share on May 19, 2000; (x) 2,000 shares at $4.3940 per share on May 22, 2000; (y) 3,000 shares at $4.3923 per share on May 25, 2000; furthermore, it has purchased: (z) 10,000 shares at $4.26 per share on June 30, 2000; (aa) 200 shares at $4.43 per share on July 20, 2000; (bb) 4,000 shares at $4.44 per share on August 4, 2000; and (cc) 122,100 shares at $4.626 per share on September 6, 2000. (d) None. (e) None. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The investment manager for Rockwood Partners is Demeter, of which Buck is the sole shareholder. The Management Advisory Contract, dated on or about August 15, 1994, between Rockwood Partners and Demeter gives Demeter the authority to dispose of and to vote the assets managed, which include the Common Stock. Item 7. Material to be filed as Exhibits. Exhibit 1 Joint Filing Agreement, dated November 6, 2000, by and among Buck, Demeter, Rockwood Partners, and RAM." Page 9 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 6, 2000 /s/Jay Buck ------------------------------- Jay Buck DEMETER ASSET MANAGEMENT, INC. By: /s/ Jay Buck ---------------------------- Jay Buck President ROCKWOOD PARTNERS, L.P. By: Rockwood Asset Management, Inc. General Partner By: /s/ Jay Buck ---------------------------- Jay Buck President ROCKWOOD ASSET MANAGEMENT, INC. By: /s/ Jay Buck ---------------------------- Jay Buck President Page 10 of 11 Pages EX-1 2 0002.txt EXHIBIT 1 --------- JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of Hanover Capital Mortgage Holdings, Inc. is filed jointly, on behalf of each of them. Dated: November 6, 2000 /s/Jay Buck ------------------------------- Jay Buck DEMETER ASSET MANAGEMENT, INC. By: /s/ Jay Buck ---------------------------- Jay Buck President ROCKWOOD PARTNERS, L.P. By: Rockwood Asset Management, Inc. General Partner By: /s/ Jay Buck ---------------------------- Jay Buck President ROCKWOOD ASSET MANAGEMENT, INC. By: /s/ Jay Buck ---------------------------- Jay Buck President Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----