This paper develops a new approach to the modeling and analysis of device-to-device (D2D) underlaying multi-tier cellular network for dense hotspot communications, which consists of macro base stations (MBSs), pico BSs (PBSs), femto BSs (FBSs). A typicl user equipment (UE) can work either in D2D mode or cellular mode. Considering the dense hotspot communications, this work employs Poisson point process (PPP) to model the locations of MBSs and PBSs, and uses Poisson cluster process (PCP) to model the ones of UEs and FBSs. The locations of PBSs are also modeled as the centers of hotspots, referred to as the centers of PCPs. UEs and FBSs cluster around the common parent process PBSs. To guard the cluster-edge UEs, the clustered-UE classification and modified fractional frequency reuse (FFR) are jointly used, by which both the UEs and FBSs are classified two sets, cluster-center UEs and cluster-edge UEs, cluster-center FBSs and cluster-edge FBSs, respectively. The total frequency band is divided into two orthogonal segments, one of which is shared by D2D devices, cluster-edge FBSs, and PBSs, and the other segment of which is shared by cluster-center FBSs and MBSs. For such clustered multi-tier network, by using the methods from PPP, PCP, and PHP, this paper presents a tractable approach for modeling and analyzing the performance of cellular and D2D networks and gives the statistical descriptions of the experienced interferences at a typical D2D or cellular receiver by using the approximated Poisson hole processes (PHP) theory. This yields the derivations of the coverage probabilities of both the D2D receivers and cellular destinations. In additon, during the analysis of cellular UEs, to derive the coverage probabilities, this paper specially constructs one UE association criterion as well as the derivations of both the association probabilities and the statistical descriptions of association distances for cluster-center and cluster-edge UEs. The simulations results exploit the effect of various network parameters on the network performance and give the insights in terms of the proposed schemes as well as the comparison between cluster-center and cluster-edge UEs.