UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 21, 1997
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 000-26572 52-1445137
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182-2738
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 394-2400
Item 5. Other Events
As previously reported, NHP Incorporated ("the Company") entered into a
plan on April 21, 1997, to distribute shares of The WMF Group, Ltd. (formerly
known as NHP Financial Services, Ltd.) ("WMF"), a wholly owned subsidiary of
the registrant and formerly the Company's Financial Services business
segment, to the Company's existing shareholders pursuant to the terms of a
Rights Agreement (the "Rights Agreement") approved by the Board of Directors
on that date. Pursuant to the Rights Agreement, the Company has issueed to
its stockholders rights (the "Rights") to receive a distribution of one-third
of a share of WMF stock for each right (subject to certain conditions) at the
earlier of the effective time of the merger of a wholly-owned subsidiary of
Apartment Investment and Management Company ("AIMCO") with and into the
Company pursuant to which the Company will become a wholly-owned subsidiary
of AIMCO (the "AIMCO Merger"), or on December 1, 1997, if the AIMCO Merger
has not occurred by that date. Accordingly, the Company's 1996 Consolidated
Financial Statements and 1996 Management's Discussion and Analysis of
Financial Condition and Results of Operations have been restated to reflect
WMF as discontinued operations from the date of its acquisition by the
Company, April 1, 1996.
The 1996 Consolidated Financial Statements were previously restated in
late April 1997 in conjunction with an 8-K filing by AIMCO and are included
herein as Exhibit 99.1. The 1996 Management's Discussion and Analysis of
Financial Condition and Results of Operations has been restated currently and
is included herein as Exhibit 99.2. Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the three months ended March 31, 1997, reflecting WMF as
discontinued operations, are set forth in the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1997, filed with the Commission on
May 14, 1997. The distribution of WMF stock is conditioned
on the consent of lenders under the Company's credit agreement. The rights
were distributed on May 9, 1997, to stockholders of record of the Company on
May 2, 1997.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 23.1 - Consent of Arthur Andersen LLP dated June 9, 1997.
Exhibit 23.2 - Consent of Deloitte & Touche LLP dated June 9, 1997.
Exhibit 23.3 - Consent of Anders, Minkler & Diehl LLP dated
June 9, 1997.
Exhibit 23.4 - Consent of Dauby O'Connor & Zaleski, LLC dated
June 9, 1997
Exhibit 23.5 - Consent of Edwards Leap & Sauer dated June 9, 1997.
Exhibit 23.6 - Consent of George A. Hieronymous & Company, LLC dated
June 9, 1997.
Exhibit 23.7 - Consent of Goldenberg Rosenthal Friedlander, LLP dated
June 9, 1997.
Exhibit 23.8 - Consent of Hansen, Hunter & Kibbee, P.C. dated
June 9, 1997.
Exhibit 23.9 - Consent of J. H. Cohn LLP dated June 9, 1997.
Exhibit 23.10 - Consent of J. A. Plumer & Co., P.A. dated June 9, 1997.
Exhibit 23.11 - Consent of Marks Shron & Company, LLP dated
June 9, 1997.
Exhibit 23.12 - Consent of Reznick Fedder & Silverman dated
June 9, 1997.
Exhibit 23.13 - Consent of Russell Thompson Butler & Houston dated
June 9, 1997.
Exhibit 99.1 - NHP Incorporated Consolidated Financial Statements
and Supplementary Data (Restated)
Exhibit 99.2 - NHP Incorporated Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Restated)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NHP INCORPORATED
(Registrant)
By: /s/ Ann Torre Grant
Ann Torre Grant
Executive Vice President,
Chief Financial Officer
and Treasurer (Authorized Officer
and Principal Financial Officer)
Dated June 10, 1997
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