-----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, IdBVWofR1PBBQiGWIEwqlBRoMJ3Ljf8wLvqHd0rFrKy1os93I4RJNu0a2ycN5uMS jE7/kDBgXfoAeOOhz4tV6g== /in/edgar/work/20000920/0000912057-00-041935/0000912057-00-041935.txt : 20000924 0000912057-00-041935.hdr.sgml : 20000924 ACCESSION NUMBER: 0000912057-00-041935 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000920 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: 725543 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: WEITZ WALLACE R & CO CENTRAL INDEX KEY: 0000883965 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 470654095 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1125 SOUTH 103 STREET STREET 2: SUITE 600 CITY: OMAHA STATE: NE ZIP: 68124 MAIL ADDRESS: STREET 1: ONE PACIFIC PLACE STREET 2: SUITE 600 CITY: OMAHA STATE: NE ZIP: 68124-6008 SC 13D/A 1 a2025958zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Hanover Capital Mortgage Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 410761100-Common - -------------------------------------------------------------------------------- (Cusip Number) Wallace R. Weitz President and Mary Beerling, Esq. Vice President/General Counsel 1125 South 103rd Street, Suite 600 Omaha, Nebraska 68124 (402) 391-1980 - -------------------------------------------------------------------------------- Name, Address and Telephone Number of Notice Person September 15, 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] CUSIP No. 410761100 13D 1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON Wallace R. Weitz & Company Tax I.D. No. 47-0654095 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3) SEC USE ONLY 4) SOURCE OF FUNDS OO: Funds of investment advisory clients 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) Sole Voting Power: 841,700 8) Shared Voting Power: None 9) Sole Dispositive Power: 841,700 10) Shared Dispositive Power: None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 841,700 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% 14) TYPE OF REPORTING PERSON IA CUSIP NO. 410761100 13D 1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON Weitz Series Fund, Inc.-Value Fund Tax I.D. No. 47-0692800 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3) SEC USE ONLY 4) SOURCE OF FUNDS OO: Funds of investment company shareholders 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Minnesota NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) Sole Voting Power: None 8) Shared Voting Power: 301,300 9) Sole Dispositive Power: None 10) Shared Dispositive Power: 301,300 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 301,300 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14) TYPE OF REPORTING PERSON IV CUSIP NO. 410761100 13D 1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON Weitz Partners III Limited Partnership Tax I.D. No. 47-0655997 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3) SEC USE ONLY 4) SOURCE OF FUNDS OO: Funds of investment limited partners 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) Sole Voting Power: None 8) Share Voting Power: 278,400 9) Sole Dispositive Power: None 10) Shared Dispositive Power: 278,400 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 278,400 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14) TYPE OF REPORTING PERSON PN CUSIP NO. 410761100 13D 1) NAME OF REPORTING PERSON I.R.S. NUMBER OF REPORTING PERSON Wallace R. Weitz Tax I.D. No. ###-##-#### 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3) SEC USE ONLY 4) SOURCE OF FUNDS None 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) Sole Voting Power: None 8) Shared Voting Power: 841,700 9) Sole Dispositive Power: None 10) Shared Dispositive Power: 841,700 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% 14) TYPE OF REPORTING PERSON IN Item 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is the common stock (the "Securities") of Hanover Capital Mortgage Holdings, Inc. (the "Issuer"). The aggregate amount beneficially owned by each Reporting Person has changed since the original Schedule 13D was filed on April 7, 2000 because warrants which were convertible by the Reporting Persons into common stock within sixty days expired on September 15, 2000. This is the only ownership change reported on this amended Schedule 13D. The Issuer's principal executive offices are located at 90 West Street, Suite 2210, New York, New York 10006. Item 2. IDENTITY AND BACKGROUND Wallace R. Weitz & Company ("Weitz & Co."), a Nebraska corporation, is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. Weitz & Co. provides investment advice to certain investment limited partnerships, individual advisory accounts and registered investment companies. Weitz Series Fund, Inc., is a registered investment company organized as a Minnesota corporation and having four individual series, including the Value Fund ("Value Fund"). Weitz Partners, Inc. is a registered investment company organized as a Nebraska corporation and having one series, the Partners Value Fund ("Partners Value Fund"). Weitz Partners III Limited Partnership ("Partners III") is a Nebraska limited partnership whose sole General Partner is Wallace R. Weitz. The principal office of Weitz & Co., Value Fund, Partners Value Fund and Partners III is One Pacific Place, 1125 South 103rd Street, Suite 600, Omaha, Nebraska 68124. The Securities to which this statement relates were acquired on behalf of investment advisory clients of Weitz & Co., including Value Fund, Partners Value Fund and Partners III under sole discretionary authority granted to Weitz & Co by such advisory clients. None of the Securities are owned by or on behalf of Weitz & Co. or by any officer or director of Weitz & Co. or by any of the officers or directors of Value Fund, Partners Value Fund or the General Partner of Partners III. Weitz & Co. may, however, from time to time own shares of the Value Fund or the Partners Value Fund. This statement is also being filed by Wallace R. Weitz, President and sole owner of Weitz & Co., in the event he could be deemed to be an indirect beneficial owner of the Securities reported by Weitz & Co. through the exercise of voting control and/or dispositive power over the Securities as a result of his official positions or ownership of the voting securities of Weitz & Co. Neither Weitz & Co. nor Mr. Weitz owns any Securities for its or his own account and each disclaims beneficial interest in any of the Securities reported in the statement. Weitz & Co., Value Fund, Partners Value Fund, Partners III and Mr. Weitz are referred to collectively in this statement as the "Reporting Persons". During the past five years none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding of a judicial or administrative body involving any alleged violations of any securities laws. Schedule I which is attached to this statement and incorporated herein sets forth the names, business addresses and principal occupations of each director and officer of Weitz & Co., each director and officer of Weitz Series Fund, Inc. and Weitz Partners, Inc. and the General Partner of Weitz Partners III. Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons used approximately $9,263,231 in the aggregate to purchase the Securities reported on this statement. Such consideration came from the assets of the advisory clients and not the assets of Weitz & Co. None of the funds used to purchase the Common Stock were borrowed funds. Item 4. PURPOSE OF TRANSACTION The Securities reported in this statement were acquired in the ordinary course of business by Weitz & Co. on behalf of its investment advisory clients for investment purposes with the goal of capital appreciation. The Securities are reported by Weitz & Co. and Mr. Weitz, President of Weitz & Co. in the event that either should be deemed to be a member of a group under Section 13(d)(3) or the beneficial owner of the Securities under the provisions of subparagraph (b) of Rule 13d-3 under the Securities Exchange Act of 1934. Beneficial ownership by Weitz & Co. and Mr. Weitz as members of a group or as beneficial owners is expressly disclaimed, as permitted by Rule 13d-4. Weitz & Co. may from time to time acquire additional Securities on behalf of advisory clients or dispose of all or a portion of the current holdings of Securities. Weitz & Co. is engaged in the business of investment management and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its advisory clients. In pursuing this investment philosophy, Weitz & Co. analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussion with knowledgeable industry observers, and with management of such companies, often at management's invitation. Weitz & Co., as an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 may elect to file securities ownership reports required by the Securities and Exchange Act of 1934 on Schedule 13G. Weitz & Co. routinely uses Schedule 13G to report its beneficial ownership of securities purchased for its advisory clients. As a result of investment analysis and the occurrence of events, Weitz & Co. may desire to participate in discussions with management of a particular company or with third parties about significant matters in which Weitz & Co. may suggest possible courses of action to assist in building corporate intrinsic value per share or to cause a company's true economic value to be recognized. In such situations Weitz & Co. may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more freely involved with management and to enter into discussions with third parties concerning possible strategic alternatives. To obtain the necessary flexibility to have such discussions with management, other shareholders and third parties, Weitz & Co. is converting its ownership filing on Schedule 13G to a filing on Schedule 13D. Depending on such discussions and consideration of strategic alternatives, Weitz & Co. could support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) The following Reporting Persons own in excess of 5% of the Securities: (i) the aggregate number of Securities owned beneficially by Weitz & Co. is 841,700 shares of common stock representing 17.2% of such Securities; (ii) the aggregate number of shares of common stock owned of record by the Value Fund is 301,300 representing 6.1% of such Securities; and (iii) The aggregate number of shares of common stock owned of record by Partners III is 278,400 representing 5.7% of such Securities. (b) Weitz & Co. has the sole power to vote or direct the vote of the Securities and the sole power to dispose of or direct the disposition of the Securities. (c) N/A (d) Weitz & Co.'s advisory clients have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from the Securities held for their accounts. Investment advisory clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Weitz & Co. does not have an economic interest in any of the Securities reported in this statement. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER As discussed above, Weitz & Co. has written investment advisory contracts with each of its clients who own the Securities of the Issuer. Such contracts provide Weitz & Co. investment authority over all securities purchased for the individual accounts. There are no special arrangements with respect to the Securities of the Issuer. Weitz & Co. has voting authority with respect to the securities owned of record by its advisory clients. Item 7. MATERIAL TO BE FILED AS AN EXHIBIT Schedule I. Information Concerning the Officers and Directors of Weitz & Co., Value Fund, Partners Value Fund and the General Partner of Partners III. 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. Dated: September 20, 2000 WALLACE R. WEITZ & COMPANY By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President WEITZ SERIES FUND, INC.-VALUE FUND By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President WEITZ PARTNERS, INC.-PARTNERS VALUE FUND By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President WEITZ PARTNERS III LIMITED PARTNERSHIP By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: General Partner WALLACE R. WEITZ (Individually) /s/ Wallace R. Weitz JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement as of the 20th day of September, 2000. WALLACE R. WEITZ & COMPANY By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: President WEITZ SERIES FUND, INC.-VALUE FUND By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice-President WEITZ PARTNERS, INC.-PARTNERS VALUE FUND By: /s/ Mary K. Beerling Name: Mary K. Beerling Title: Vice President WEITZ PARTNERS III LIMITED PARTNERSHIP By: /s/ Wallace R. Weitz Name: Wallace R. Weitz Title: General Partner WALLACE R. WEITZ (Individually) /s/ Wallace R. Weitz Schedule I Information with Respect to Officers, Directors, General Partner All of the following individuals are Officers and Directors of Wallace R. Weitz & Company. Each Officer and Director is a citizen of the United States of America: Wallace R. Weitz Linda L. Lawson President Vice President 1125 S. 103rd St., Ste. 600 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 Omaha, NE 68124-6008 Barbara V. Weitz Mary K. Beerling Professor University of Nebraska Vice President at Omaha 1125 S. 103rd St., Ste. 600 6001 Dodge St., Annex 40 Omaha, NE 68124-6008 Omaha, NE 68182 Richard F. Lawson Vice President 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 All of the following individuals are Officers of Weitz Series Fund, Inc.--Value Fund and Weitz Partners, Inc.--Partners Value Fund. Each Officer is a citizen of the United States of America: Wallace R. Weitz President 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 Richard F. Lawson Vice President 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 Linda L. Lawson Vice President 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 Mary K. Beerling Vice President 1125 S. 103rd St., Ste. 600 Omaha, NE 68124-6008 All of the following individuals are Directors of Weitz Series Fund, Inc.--Value Fund and Weitz Partners, Inc.--Partners Value Fund. Each Director is a citizen of the United States of America: Wallace R. Weitz Mr. Richard D. Holland President Retired 1125 S. 103rd St., Ste. 600 1501 S. 80th Street Omaha, NE 68124-6008 Omaha, NE 68124 Ms. Lorraine Chang Mr. Thomas R. Pansing Consultant Partner 650 North 56th Street Gaines Mullen Pansing & Hogan Omaha, NE 68132 10050 Regency Circle Omaha, NE 68114 Mr. John W. Hancock Mr. Del Toebben Partner Retired Hancock & Dana 7520 Oakwood Street 12829 West Dodge Rd., Ste. 100 Ralston, NE 68127 Omaha, NE 68124 Wallace R. Weitz, whose address is set forth above, is also the sole General Partner of Weitz Partners III Limited Partnership. To the knowledge of management of Wallace R. Weitz & Company, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she 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 law or finding any violation with respect to such laws. -----END PRIVACY-ENHANCED MESSAGE-----