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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)
February 20, 1997
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, 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 5. Other Events
On February 20, 1997, NHP Incorporated ("NHP") announced that Apartment
Investment and Management Company ("AIMCO"), a real estate investment trust
whose shares are traded on the New York Stock Exchange (AIV-NYSE), had entered
into a letter agreement to acquire all the shares of NHP common stock owned by
Demeter Holdings Corporation ("Demeter"), an affiliate of Harvard Private
Capital Group, Inc., and Capricorn Investors, L.P. ("Capricorn") for a price of
$20 per share in AIMCO stock, plus retention by Demeter and Capricorn of
Washington Mortgage Financial Group, NHP's wholly-owned Financial Services
Division, through a spin-off on a pro-rata basis with all current NHP
stockholders. Demeter and Capricorn own in the aggregate approximately 54.9% of
NHP's outstanding shares. The letter agreement between AIMCO, Demeter and
Capricorn, attached hereto as Exhibit 99.1, is incorporated in its entirety by
reference in response to this Item 5.
NHP also announced that it had received a merger proposal from AIMCO,
pursuant to which AIMCO would acquire the balance of the outstanding shares of
NHP on the same terms agreed to by Harvard and Capricorn. It is not yet known
whether any shares received would be tax-free to NHP's shareholders. Closing of
AIMCO's purchase of the Demeter and Capricorn shares is not conditioned on the
acceptance by NHP of AIMCO's merger proposal. AIMCO also has agreed to acquire
certain multifamily real estate interests of NHP Partners, Inc. ("NHP
Partners"), an entity also controlled by Demeter and Capricorn. Closing of this
proposed acquisition may be subject to NHP's right of first refusal pursuant to
intercompany agreements between NHP and NHP Partners, but is independent of
AIMCO's purchase of the Demeter and Capricorn shares and the success of AIMCO's
merger proposal. The proposed merger letter and the registrant's press release,
attached hereto as Exhibits 99.2 and 99.3, respectively, are incorporated in
their entirety by reference in response to this Item 5.
On February 21, 1997, NHP announced it had received a letter from
Insignia Financial Group, Inc. ("Insignia"), stating that Insignia wishes to
make an offer to buy 100% of the outstanding common stock of NHP in a tax-free
transaction at a price higher than the offer by AIMCO. The registrant's press
release, attached hereto as Exhibit 99.4, is incorporated in its entirety by
reference in response to this Item 5.
On February 27, 1997, NHP announced it had received a second letter
from Insignia stating that Insignia is prepared to offer $24 per share of NHP
common stock -- 50% cash and 50% in Insignia Class A Common Stock -- for all
outstanding stock of NHP, including the stock held by Demeter and Capricorn. The
offer that Insignia wishes to make does not contemplate a spin-off of NHP's
Washington Mortgage Financial Group subsidiary. The registrant's press release,
attached hereto as Exhibit 99.5, is incorporated in its entirety by reference in
response to this Item 5.
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Item 7. Financial Statements and Exhibits
(c) EXHIBITS
99.1 - Letter Agreement between Apartment Investment and
Management Company, Demeter Holdings Corporation and
Capricorn Investors, L.P., dated February 13, 1997.
99.2 - Proposed merger letter from Apartment Investment and
Management Company to Mr. J. Roderick Heller, III, dated
February 19, 1997.
99.3 - Press Release - February 20, 1997.
99.4 - Press Release - February 21, 1997.
99.5 - Press Release - February 27, 1997.
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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 February 27, 1996
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INDEX TO EXHIBITS
FORM 8-K
ITEM PAGE
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99.1 Letter Agreement between Apartment Investment and Management
Company, Demeter Holdings Corporation and Capricorn
Investors, L.P., dated February 13, 1997 6
99.2 Proposed merger letter from Apartment Investment and
Management Company to Mr. J. Roderick Heller, III,
dated February 19, 1997 25
99.3 Press Release - February 20, 1997 27
99.4 Press Release - February 21, 1997 28
99.5 Press Release - February 27, 1997 29
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