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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) April 16, 1997 Commission File Number 000-26572
NHP INCORPORATED
(Exact name of registrant)
Delaware 52-1445137
(State of organization) (I.R.S. Employer Identification Number)
8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182-2738
(Address of principal executive offices and zip code)
(703) 394-2400
(Registrant's telephone Number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On April 16, 1997, Apartment Investment and Management
Company, a Maryland corporation ("AIMCO") entered into a Stock Purchase
Agreement with Demeter Holdings Corporation, a Massachusetts corporation
("Demeter") and Capricorn Investors, L.P., a Delaware limited partnership
("Capricorn"). Pursuant to and subject to the conditions set forth in the Stock
Purchase Agreement, AIMCO will acquire 5,619,695 shares of common stock, par
value $.01 per share ("NHP Stock") of NHP Incorporated (the "Registrant") from
Demeter and 1,310,427 shares of NHP Stock from Capricorn. Additional information
regarding the Stock Purchase Agreement is set forth in the Registrant's press
release included as Exhibit 99, which is incorporated herein by reference.
As of March 7, 1997, there were 12,652,439 shares of NHP Stock
issued and outstanding (excluding options). Upon purchase of shares pursuant to
the Stock Purchase Agreement, AIMCO will be the beneficial owner of 6,930,122
shares of NHP Stock or approximately 54.8% of the NHP Stock issued and
outstanding. Upon the sale of a majority of the shares subject to the Stock
Purchase Agreement, Demeter and Capricorn will cause all of their
representatives who serve on the Registrant's board of directors or any of its
subsidiaries to resign from such boards. Pursuant to the Merger Agreement
described in Item 2 below, the Registrant is required to cause an individual
designated by AIMCO to fill such vacancies. After such resignations and the
appointment of AIMCO designees, representatives of AIMCO will constitute three
of the seven directors of the Registrant. The Merger Agreement prohibits AIMCO
from enlarging the size of the Registrant's board of directors or removing
any director who is a member of the Registrant's committee of independent
directors pending completion of the merger or termination of the Merger
Agreement.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 21, 1997, the Registrant entered into an Agreement
and Plan of Merger by and among AIMCO, AIMCO/NHP Acquisition Corp. (the "Merger
Sub") and the Registrant (the "Merger Agreement"), which is attached hereto as
Exhibit 2.1. Information regarding the Merger Agreement is set forth in Exhibit
99, which is incorporated herein by reference. In addition, the Registrant
believes that the distribution of both cash and shares of AIMCO common stock as
consideration as provided in the Merger Agreement will be treated as taxable
proceeds of the disposition of common stock of the Registrant for shareholders
of the Registrant.
The description of the Merger Agreement is not necessarily
complete. Reference is made to the copy of the Merger Agreement which is
attached hereto as Exhibit 2.1 and which is incorporated herein by reference.
ITEM 5. OTHER EVENTS
On April 21, 1997, the Registrant, NHP Financial Services,
Ltd. ("NHP Financial")(a wholly-owned subsidiary of the Registrant) and The
First National Bank of Boston entered into a Rights Agreement, pursuant to
which the Registrant will issue to its stockholders of record on May 2, 1997
and to persons who are issued shares thereafter, the right to receive a
distribution of all of the common stock of NHP Financial (the "Rights")
subject to certain conditions. The Registrant expects to distribute the Rights
on May 9, 1997, but the Rights will not be transferable separately from
shares of the Registrant. Additional information regarding the Rights
Agreement is set forth in Exhibit 99, which is incorporated herein by reference.
The Registrant expects to recognize capital gain for federal
income tax purposes as a result of the distribution of the Rights combined with
the later disposition of shares of NHP Financial at maturity of the Rights. The
amount of gain recognized by the Registrant will be the excess of the fair
market value of NHP Financial, on the date of the distribution of the Rights,
over the Registrant's tax basis in NHP Financial. The Registrant expects to have
regular federal income tax net operating losses available in a sufficient
amount to offset the gain under the regular federal income tax, but does not
expect to have sufficient alternative minimum tax net operating losses
available to offset the gain under the alternative minimum tax.
The distribution of the Rights is expected to be treated for
federal income tax purposes as a dividend to the Registrant's stockholders of
record on May 2, 1997 to the extent of the current and accumulated earnings
and profits of the Registrant. The amount of the distribution is the fair
market value of NHP Financial on the date of the distribution of the Rights.
However, the Registrant may defer any determination of the fair market value
of the Rights until after shares of NHP Financial are distributed pursuant to
the Rights. In any event, the portion of the distribution that will be
treated as a dividend cannot be finally determined until the end of the
Registrant's taxable year that includes the distribution of the Rights. The
portion of the distribution in excess of the amount treated as a dividend will
be treated as a tax free return of basis to the extent of a Registrant
stockholder's basis in the Registrant's common stock, and as a capital gain to
the extent such portion exceeds the Registrant stockholder's basis in the
Registrant's common stock.
A stockholder of the Registrant will have basis in the Rights
equal to the amount of the distribution. For the Registrant's stockholders, the
maturity of the Rights should not be a taxable event. A stockholder of the
Registrant will have basis in the shares of NHP Financial equal to such
stockholder's basis in the Rights prior to the maturity of the Rights.
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The description of the Rights Agreement is not necessarily
complete. Reference is made to the copy of the Rights Agreement, which is
attached hereto as Exhibit 2.2 and which is incorporated herein by reference.
ITEM 7. EXHIBITS
EXHIBIT NO.
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2.1 Agreement and Plan of Merger, dated as of April 21, 1997,
by and among Apartment Investment and Management Company, AIMCO/NHP
Acquisition Corp. and NHP Incorporated.
2.2 Rights Agreement, dated as of April 21, 1997 by and between
NHP Incorporated, NHP Financial Services, Ltd. and The First
National Bank of Boston.
99 Press Release by NHP Incorporated,
dated April 21, 1997.
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SIGNATURE
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
BY: /s/ Joel F. Bonder
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Joel F. Bonder
Senior Vice President, Secretary
and General Counsel
Dated: April 22, 1997
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