SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NHP Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
62913E105
(CUSIP Number)
Check the following box if a fee is being paid with
this statement ( ). (a fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See rule 13d-7.)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP NO. 62913E105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Investors, L.P.
EIN 06-1212655
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,309,792
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH --
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,309,792
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 62913E105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capricorn Holdings, G.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,309,792
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH --
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,309,792
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 62913E105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Winokur Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,309,792
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH --
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,309,792
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 62913E105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert S. Winokur, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,309,792
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH --
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,309,792
8 SHARED DISPOSITIVE POWER
--
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,309,792
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12 TYPE OF REPORTING PERSON
IN
ITEM 1.
(a) Name of Issuer:
NHP Incorporated
(b) Address of Issuer's Principal Executive Offices:
8065 Leesburg Pike, Vienna, VA 22182
ITEM 2.
(a) Name of Persons Filing:
Capricorn Investors, L.P., Capricorn
Holdings, G.P., Winokur Holdings, Inc. and
Herbert S. Winokur, Jr. (collectively, the "Reporting
Persons"). Capricorn Holdings, G.P. is
the general partner of Capricorn
Investors, L.P. Winokur Holdings, Inc. has
an approximately 95% interest in Capricorn
Holdings, G.P. Herbert S. Winokur, Jr. is
the sole shareholder, director and
executive officer of Winokur Holdings, Inc.
(b) Address of Principal Business Office or, if
none, Residence:
The principal business office of each of
the Reporting Persons is 30 East Elm Street,
Greenwich, CT 06830.
(c) Citizenship:
Each of the Reporting Persons is a citizen
of the State of Delaware, except for
Herbert S. Winokur, Jr. who is a citizen of
the United States of America.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
62913E105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE
13D-1(B), OR 13D-2(B):
The Reporting Persons are not filing in any of the
capacities listed in Item 3 of the Schedule; rather,
the Reporting Persons are filing pursuant to Rule
13d-1(c).
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
1,309,792
(b) Percent of Class:
10.4%
(c) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote:
1,309,792
(ii) shared power to vote or to direct the vote:
--
(iii) sole power to dispose or to direct
the disposition of:
1,309,792
(iv) shared power to dispose or to direct
the disposition of:
--
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
The certification presented in Item 10 is not
required as the reporting person is filing pursuant
to Rule 13d-1(c) rather than Rule 13d-1(b).
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1996
CAPRICORN INVESTORS, L.P.
By: Capricorn Holdings, G.P.,
its General Partner
By: Winokur Holdings, Inc.,
General Partner
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1996
CAPRICORN HOLDINGS, G.P.
By: Winokur Holdings, Inc.,
its General Partner
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1996
WINOKUR HOLDINGS, INC.
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: October 28, 1996
/s/ Herbert S. Winokur, Jr
Herbert S. Winokur, Jr.
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(f) promulgated under
the Securities and Exchange Act of 1934, the undersigned
agree to the joint filing of a statement on Schedule 13G
with respect to the common stock of NHP Incorporated and
further agree that this Joint Filing Agreement be
included as an Exhibit thereto.
CAPRICORN INVESTORS, L.P.
By: Capricorn Holdings, G.P.,
its General Partner
By: Winokur Holdings, Inc.,
General Partner
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
CAPRICORN HOLDINGS, G.P.
By: Winokur Holdings, Inc.,
its General Partner
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
WINOKUR HOLDINGS, INC.
By: /s/ Herbert S. Winokur, Jr
Name: Herbert S. Winokur, Jr.
Title: President
/s/ Herbert S. Winokur, Jr
Herbert S. Winokur, Jr.
