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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Amendment No. 1)
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
62913E 10 5
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(CUSIP Number)
Terry Considine
Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Rod A. Guerra
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
May 5, 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: / /
(Continued on following pages)
(Page 1 of 16 Pages)
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CUSIP No. 62913E 10 5 13D Page 2 of 16 Pages
1 NAME OF REPORTING PERSONS
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
84-1259577
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 62913E 10 5 13D Page 3 of 16 Pages
1 NAME OF REPORTING PERSONS
AIMCO-LP, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EIN 84-1299717
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 62913E 10 5 13D Page 4 of 16 Pages
1 NAME OF REPORTING PERSONS
AIMCO-GP, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
84-1299715
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 62913E 10 5 13D Page 5 of 16 Pages
1 NAME OF REPORTING PERSONS
AIMCO PROPERTIES, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
84-127561
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 62913E 10 5 13D Page 6 of 16 Pages
1 NAME OF REPORTING PERSONS
AIMCO/NHP HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
91-1806147
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 62913E 10 5 13D Page 7 of 16 Pages
1 NAME OF REPORTING PERSONS
TERRY CONSIDINE
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 62913E 10 5 13D Page 8 of 16 Pages
1 NAME OF REPORTING PERSONS
PETER KOMPANIEZ
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER 7 SOLE VOTING POWER
OF SHARES 6,496,073
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,496,073
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,496,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.3%
14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D"), dated May 15, 1997, relating to the common
stock, par value $.01 per share (the "Common Stock"), issued by NHP
Incorporated, a Delaware corporation, and is being filed pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended.
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in the
Schedule 13D. The information set forth in the Exhibits attached thereto
is hereby expressly incorporated herein by reference and the response to each
item of this statement is qualified in its entirety by the provisions of such
Exhibits.
Items 2 and 4 of the Schedule 13D are amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), AIMCO-LP, Inc., a
Delaware corporation and a wholly owned subsidiary of AIMCO ("AIMCO-LP"),
AIMCO-GP, Inc., a Delaware corporation and a wholly owned subsidiary of AIMCO
("AIMCO-GP"), AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO
Properties"), AIMCO/NHP Holdings, Inc., a Delaware corporation ("ANHI"),
Terry Considine and Peter Kompaniez (collectively, the "Reporting Persons").
The general partner of AIMCO Properties is AIMCO-GP. Messrs. Considine and
Kompaniez own all of the outstanding common stock of ANHI.
The principal business of AIMCO, AIMCO-LP, AIMCO-GP and AIMCO
Properties is the ownership and management of multifamily apartment properties.
The principal business of ANHI is its investment in NHP Common Stock. Mr.
Considine's principal occupation is Chairman of the Board, President and Chief
Executive Officer of AIMCO. Mr. Kompaniez's principal occupation is Vice
Chairman of AIMCO. Messrs. Considine and Kompaniez are both United States
citizens. The address of the principal business and principal office of AIMCO,
AIMCO-LP, AIMCO-GP, AIMCO Properties and ANHI, and the business address of
Messrs. Considine and Kompaniez, is 1873 South Bellaire Street, 17th Floor,
Denver, Colorado 80222-4348.
The name, business address, citizenship, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each executive
officer and director of AIMCO, AIMCO-LP, AIMCO-GP and ANHI are set forth on
Schedules A, B, C and D, respectively, attached hereto.
During the last five years, none of the Reporting Persons nor any
other person or entity controlling any of such persons, nor, to the best of any
of their knowledge, any of the other persons listed on Schedules A, B, C or D
attached hereto, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has 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.
9
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the shares of NHP Common Stock by
the Reporting Persons is the acquisition of control of NHP. It is expected that
an additional 434,049 shares of NHP Common Stock will also be acquired by the
Reporting Persons pursuant to the Stock Purchase Agreement. A copy of the Stock
Purchase Agreement is attached hereto as Exhibit 3 and incorporated herein by
this reference.
AIMCO has entered into an Agreement and Plan of Merger, dated as of
April 21, 1997 (the "Merger Agreement"), by and among AIMCO, AIMCO/NHP
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of AIMCO
("Merger Sub"), and NHP, which provides for the merger (the "Merger") of Merger
Sub with and into NHP, with NHP surviving as a wholly owned subsidiary of AIMCO.
In the Merger, each issued and outstanding share of NHP Common Stock, except
shares issued and held in NHP's treasury or owned by AIMCO or Merger Sub, would
be converted into, at the election of the holder, either (i) the right to
receive 0.37383 shares of AIMCO Common Stock and $10 in cash, or (ii) the right
to receive 0.74766 shares of AIMCO Common Stock. In the Merger, each
outstanding Right would be converted, in accordance with its terms, into the
right to receive one third of a share of NFS Stock. Upon consummation of the
Merger, the NHP Common Stock would cease to be authorized to be quoted on the
Nasdaq Stock Market and would be eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A copy of the Merger Agreement is attached hereto as
Exhibit 4 and incorporated herein by this reference.
Pursuant to the Stock Purchase Agreement Michael Eisenson, Timothy
Palmer and Herbert S. Winokur, Jr. have resigned as directors of NHP. The
Merger Agreement provides for NHP to cause the appointment of AIMCO's designees
to fill the vacancies created by such resignations. As of May 23, 1997, three
executive officers of AIMCO, Terry Considine, Peter Kompaniez and Thomas Toomey,
were appointed as directors of NHP to fill the vacancies created as a result of
such resignations.
10
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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.
Date: June 17, 1997 APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
By: /s/ Peter Kompaniez
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Peter Kompaniez
Vice Chairman
AIMCO-LP, INC.
By: /s/ Peter Kompaniez
------------------------------
Peter Kompaniez
Vice President
AIMCO-GP, INC.
By: /s/ Peter Kompaniez
------------------------------
Peter Kompaniez
Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.,
General Partner
By: /s/ Peter Kompaniez
------------------------------
Peter Kompaniez
Vice President
AIMCO/NHP HOLDINGS, INC.
By: /s/ Peter Kompaniez
------------------------------
Peter Kompaniez
Vice President
/s/ PETER KOMPANIEZ
------------------------------
PETER KOMPANIEZ
/s/ TERRY CONSIDINE
------------------------------
TERRY CONSIDINE
11
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF APARTMENT INVESTMENT AND MANAGEMENT COMPANY
The name and present principal occupation or employment, and name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
Apartment Investment and Management Company are set forth below. Unless
otherwise indicated, each individual's business address is the address of
Apartment Investment and Management Company, 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222-4348, and each individual is a United States
citizen.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
Terry Considine* Chairman of the Board of Directors, President and
Chief Executive Officer, Apartment Investment and
Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors, Apartment
Investment and Management Company
Steven D. Ira Executive Vice President -- START, Apartment
Investment and Management Company
Thomas W. Toomey Executive Vice President -- Finance and
Administration, Apartment Investment and
Management Company
David L. Williams Executive Vice President -- Property Operations,
Apartment Investment and Management Company
Leeann Morein Senior Vice President, Chief Financial Officer and
Secretary, Apartment Investment and Management
Company
Patricia K. Heath Vice President and Chief Accounting Officer,
Apartment Investment and Management Company
Harry G. Alcock Vice President -- Acquisitions, Apartment
Investment and Management Company
Richard S. Ellwood* President, R.S. Ellwood & Co., Incorporated, a
20 Bingham Avenue real estate investment banking firm with its
Rumson, New Jersey 07760 address at 20 Bingham Avenue, Rumson, New
Jersey 07760.
J. Landis Martin* President and Chief Executive Officer, NL
1999 Broadway, Suite 4300 Industries, Inc., a manufacturer of specialty
Denver, Colorado 80202 chemicals with its address at 16825 Northchase
Drive, Suite 1200, Houston, Texas 77210.
Thomas L. Rhodes* President, National Review, Inc., the publisher of
215 Lexington Avenue the NATIONAL REVIEW magazine, with its address
4th Floor at 215 Lexington Avenue, 4th Floor, New York,
New York, New York 10016 New York 10016.
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* Director of Apartment Investment and Management Company.
12
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
John D. Smith* President, John D. Smith Developments, a real
3400 Peachtree Road, estate development firm with its address at 3400
Suite 831 Peachtree Road, Suite 831, Atlanta, Georgia 30326
Atlanta, Georgia 30326
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* Director of Apartment Investment and Management Company.
13
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SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF AIMCO-LP, INC.
The name and present principal occupation or employment, and name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
AIMCO-LP, Inc. are set forth below. Unless otherwise indicated, each
individual's business address is the address of Apartment Investment and
Management Company, 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222-4348, and each individual is a United States citizen.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
Terry Considine* Chairman of the Board of Directors, President
and Chief Executive Officer, Apartment
Investment and Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors,
Apartment Investment and Management Company
Leeann Morein Senior Vice President, Chief Financial
Officer and Secretary, Apartment Investment
and Management Company
Patricia K. Heath Vice President and Chief Accounting
Officer, Apartment Investment and
Management Company
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* Director of AIMCO-LP, Inc.
14
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SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS
OF AIMCO-GP, INC.
The name and present principal occupation or employment, and name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
AIMCO-GP, Inc. are set forth below. Unless otherwise indicated, each
individual's business address is the address of Apartment Investment and
Management Company, 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222-4348, and each individual is a United States citizen.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
Terry Considine* Chairman of the Board of Directors, President
and Chief Executive Officer, Apartment
Investment and Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors,
Apartment Investment and Management Company
Thomas W. Toomey Executive Vice President -- Finance and
Administration, Apartment Investment and
Management Company
Leeann Morein Senior Vice President, Chief Financial
Officer and Secretary, Apartment Investment
and Management Company
Patricia K. Heath Vice President and Chief Accounting Officer,
Apartment Investment and Management Company
Harry G. Alcock Vice President -- Acquisitions, Apartment
Investment and Management Company
John Alioto Vice President of California Property
2251 San Diego Avenue, Management Operations, AIMCO-GP, Inc.
Suite A-250
San Diego, California 92110
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* Director of AIMCO-GP, Inc.
15
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SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS
OF AIMCO/NHP HOLDINGS, INC.
The name and present principal occupation or employment, and name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of the
AIMCO/NHP Holdings, Inc. are set forth below. Unless otherwise indicated, each
individual's business address is the address of Apartment Investment and
Management Company, 1873 South Bellaire Street, 17th Floor, Denver, Colorado
80222-4348, and each individual is a United States citizen.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
Terry Considine* Chairman of the Board of Directors, President
and Chief Executive Officer, Apartment
Investment and Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors,
Apartment Investment and Management Company
Thomas W. Toomey Executive Vice President -- Finance and
Administration, Apartment Investment and
Management Company
Leeann Morein Senior Vice President, Chief Financial
Officer and Secretary, Apartment Investment
and Management Company
Patricia K. Heath Vice President and Chief Accounting Officer,
Apartment Investment and Management Company
Harold G. Alcock Vice President -- Acquisitions, Apartment
Investment and Management Company
David Williams Executive Vice President -- Property
Operations, Apartment Investment and
Management Company
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* Director of AIMCO/NHP Holdings, Inc.
16
