UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. _____)1
NHP Incorporated
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
62913E105
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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1 The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on 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 ("Act") 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.).
Page 1 of 9 Pages
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SCHEDULE 13D
CUSIP No. 62913E105 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 651,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 651,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share (the
"Shares"), of NHP Incorporated, a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 8065 Leesburg Pike, Suite
400, Vienna, VA 22182.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company.
The general partner of the Partnership is WTG & Co., L.P., a Delaware limited
partnership (the "General Partner") and the general partner of the General
Partner is D. Tisch & Co., Inc., a Delaware corporation ("D. Tisch & Co."), all
of the common stock of which is owned by Daniel R. Tisch (collectively with D.
Tisch & Co. and the General Partner, the "Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
classic arbitrage, including convertible securities arbitrage. The principal
business of the General Partner is serving as the general partner of the
Page 3 of 9 Pages
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Partnership. The sole business of D. Tisch & Co. is serving as the general
partner of the General Partner, and other than such service, D. Tisch & Co. has
no investment or operating history of any kind. Daniel R. Tisch's principal
occupation is that of President and sole Director of D. Tisch & Co., and he is a
United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The $14,043,878.66 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
Page 4 of 9 Pages
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Item 4. Purpose of Transaction.
The Partnership acquired the Shares for investment purposes, and only in
the ordinary course of business.
In the ordinary course of business, the Partnership from time to time
evaluates its holdings of securities, and based on such evaluation, the
Partnership may determine to acquire or dispose of securities of specific
issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
have any present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j), inclusive, of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 651,000 Shares of the Company (or approximately 5.1% of the Company's Common
Stock outstanding on April 30, 1997) based on the number of 12,655,439 Shares
then outstanding as set forth in the Company's most recent filing with the
Securities and Exchange Commission.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any of the Control
Persons.
Page 5 of 9 Pages
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(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons have or know any other person who has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
Shares beneficially owned by the Partnership.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership
During the Past Sixty Days.
Page 6 of 9 Pages
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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.
August 1, 1997
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(Date)
/s/
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(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 7 of 9 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership During
the Past Sixty Days.
Page 8 of 9 Pages
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EXHIBIT A
Acquisitions of Shares by the Partnership
During the Past Sixty Days
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Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
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Partnership June 6, 1997 6,000 129,180.00 21.530
June 19, 1997 9,400 200,032.00 21.280
June 24, 1997 5,000 107,500.00 21.500
June 25, 1997 5,000 106,875.00 21.375
July 7, 1997 700 16,121.00 23.030
July 10, 1997 17,000 393,125.00 23.125
July 24, 1997 50,000 1,156,750.00 23.135
July 28, 1997 14,000 327,250.00 23.375
July 28, 1997 800 18,724.00 23.405
July 29, 1997 1,500 35,107.50 23.405
July 30, 1997 2,000 46,810.00 23.405
All Shares were purchased in transactions on the NASDAQ National Market.
Page 9 of 9 Pages
