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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)
July 12, 1996
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 000-26572 52-1445137
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 394-2400
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Item 2. Acquisition or Disposition of Assets
As of July 12, 1996, NHP Incorporated (the "Company"), directly or
through subsidiaries, acquired the long-term management rights and certain debt
positions in two Florida rental retirement communities as well as all of the
outstanding stock of Preferred Home Health, Inc. In addition, a subsidiary of
NHP Partners, Inc., an affiliate of the Company ("Partners"), acquired certain
other debt positions in the two properties and agreed to acquire all of the
issued and outstanding stock of the corporate general partners of the limited
partnership owners of the two properties, subject to the prior approval of a
mortgage lender. Total consideration in the transaction was approximately $16.3
million in cash and $4.0 million in long-term notes. Preferred Home Health,
Inc. is a provider of home health care services to residents of multifamily
rental retirement communities and does not meet the criteria to be considered a
"significant subsidiary" in accordance with the rules and regulations of the
Securities and Exchange Commission. The Company and Partners acquired these
assets from affiliates of the Stephen A. Goldberg Company of Washington, D.C.
and certain other individuals ("Seller") pursuant to a Purchase Agreement, as
subsequently amended by Amendment No. 1 to Purchase Agreement dated July 12,
1996, both of which are attached hereto as Exhibit 2.1 and Exhibit 2.2,
respectively, and are incorporated in their entirety by reference in response
to this Item 2.
The purchase price, which was determined through arms'-length
negotiations between the Company and Seller, was funded from the Company's
revolving credit facility with a bank group that includes The First National
Bank of Boston, Fleet Bank of Massachusetts, N.A., Morgan Guaranty Trust
Company of New York, The Riggs National Bank of Washington and First National
Bank of Maryland and a cash payment by Partners. The transaction will be
accounted for as a purchase. Preferred Home Health, Inc., which the Company
currently intends to operate as a separate company, represents an expansion of
the Company's Customer Services division through which services are provided to
the residents and owners of the Company's portfolio of 722 properties
containing 135,903 units.
Item 7. Financial Statements and Exhibits
(c) EXHIBITS
Exhibit 2.1 - Purchase Agreement by and among NHP Incorporated
and Casa Del Mar, Inc., Casa Del Mar Participation Corporation, Hamilton House,
Inc., Hamilton House Funding Limited Partnership, Preferred Retirement
Communities, Inc., Preferred Home Health, Inc., Preferred Home Health Limited
Partnership, Stephen A. Goldberg, David H. Mainguy, Robert H. Mainguy, Diana L.
Goldberg, Hamilton House Associates Limited Partnership and Casa Del Mar
Associates Limited Partnership, dated as of June 28, 1996
Exhibit 2.2 - Amendment No. 1 to Purchase Agreement by and among
NHP Incorporated and Casa Del Mar, Inc., Casa Del Mar Participation
Corporation, Hamilton House, Inc., Hamilton House Funding Limited Partnership,
Preferred Retirement Communities, Inc., Preferred Home Health, Inc., Preferred
Home Health Limited Partnership, Stephen A. Goldberg, David H. Mainguy, Robert
H. Mainguy, Diana L. Goldberg, Hamilton House Associates Limited Partnership
and Casa Del Mar Associates Limited Partnership, dated as of July 12, 1996
Exhibit 2.3 - Notice of Delegation of Rights and Obligations,
dated July 12, 1996
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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/ Joel F. Bonder
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Joel F. Bonder
Senior Vice President, General Counsel
Dated July 26, 1996
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