Hanover Capital Mortgage Holdings, Inc. Announces Initial Filing of Registration Statement
November 10 2008 - 3:58PM
PR Newswire (US)
EDISON, N.J., Nov. 10 /PRNewswire-FirstCall/ -- Hanover Capital
Mortgage Holdings, Inc. (Amex/NYSE Alternext: HCM) ("Hanover")
announced today that it has filed a registration statement and
related proxy statement/prospectus with the Securities and Exchange
Commission ("SEC") in connection with the proposed merger of JWH
Holding Company, LLC ("JWH Holding Company"), a wholly-owned
subsidiary of Walter Industries, Inc. ("Walter Industries"), into
Hanover. The company surviving the merger, which will be renamed
Walter Investment Management Corporation, is expected to list its
shares on the NYSE Alternext Exchange, formerly the American Stock
Exchange, under the ticker symbol "WAC." This filing follows
Hanover's October 1, 2008, announcement of the merger. The
registration statement, which relates to the common stock of
Hanover expected to be issued in the merger, was filed with the SEC
on November 5, 2008, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state. No offering of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. Additional
Information and Where to Find It This communication is being made
in respect of the proposed merger transaction involving JWH Holding
Company and Hanover. In connection with the proposed merger and
certain related transactions, Hanover filed a registration
statement on Form S-4 containing a preliminary proxy
statement/prospectus with the SEC, and Hanover will be filing other
documents regarding the proposed transaction with the SEC as well.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final
proxy statement/prospectus will be mailed to stockholders of
Hanover and Walter Industries. Stockholders will be able to obtain
a free copy of the proxy statement/prospectus, as well as other
filings containing information about Hanover and Walter Industries,
without charge, at the SEC's Internet site (http://www.sec.gov/).
Copies of the proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, at
Hanover's Web site (http://www.hanovercapitalholdings.com/).
Hanover and Walter Industries and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed merger and related transactions. Information regarding
Hanover's directors and executive officers is available in
Hanover's proxy statement for its 2008 annual meeting of
stockholders and Hanover's 2007 Annual Report on Form 10-K, which
were filed with the SEC on April 24, 2008, and April 2, 2008,
respectively, and information regarding Walter Industries'
directors and executive officers is available in Walter Industries'
proxy statement for its 2008 annual meeting of stockholders and
Walter Industries' 2007 Annual Report on Form 10-K, which were
filed with the SEC on March 19, 2008, and March 7, 2008,
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in
Hanover's proxy statement/prospectus and other materials referred
to in Hanover's proxy statement/prospectus. Hanover is a mortgage
real estate investment trust ("REIT") staffed by seasoned mortgage
capital markets professionals. Hanover historically invested in
prime mortgage loans and mortgage securities backed by prime
mortgage loans. Since August 2008, Hanover continues to invest in
whole pool agency securities primarily to enable it to maintain its
REIT status and Investment Company Act of 1940 Act exemption.
Additionally, Hanover is currently focusing on generating fee
income through its primary operating subsidiary, Hanover Capital
Partners 2, Ltd. by rendering valuations, loan sale advisory, and
other related services to private companies and government
agencies. For further information, visit Hanover's Web site at
http://www.hanovercapitalholdings.com/. Certain statements in this
press release may constitute "forward-looking" within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements that are not historical fact are
forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors
that could cause the actual results, performance or achievements,
to differ materially from future results, performance or
achievements. The forward-looking statements are based on Hanover's
current belief, intentions and expectations. These statements are
not guarantees or indicative of future performance. Important
assumptions and other important factors that could cause actual
results to differ materially from those forward-looking statements
include, but are not limited to, those factors, risks and
uncertainties that are described in Item 1A of Hanover's Annual
Report on Form 10-K for the year ended December 31, 2007 and in
other securities filings by Hanover. Hanover's future financial
condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties. The forward-looking statements contained in this
press release are made only as of the date hereof and Hanover
undertakes no obligation to update or revise the information
contained in this announcement whether as a result of new
information, subsequent events or circumstances or otherwise,
unless otherwise required by law. DATASOURCE: Hanover Capital
Mortgage Holdings, Inc CONTACT: John Burchett, CEO, or Irma
Tavares, COO, or Harold McElraft, CFO all for Hanover Capital
Mortgage Holdings, Inc., +1-732-593-1044 Web Site:
http://www.hanovercapitalholdings.com/
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