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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
(Amendment No. 3)
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NHP Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
62913E 10 5
- --------------------------------------------------------------------------------
(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
September 12, 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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
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 6,930,122
BENEFI- 8 SHARED VOTING POWER
CIALLY -0-
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH RE- 6,930,122
PORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,930,122
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
14 TYPE OF REPORTING PERSON
IN
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This Amendment No. 3 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D"), dated May 16, 1997, as amended by
Amendments No. 1 and 2, dated June 17, 1997 and September 12, 1997,
respectively, relating to the common stock, par value $.01 per share (the
"NHP 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, 3, 4, 5, 6 and 7 of the Schedule 13D are amended and restated
in their entirety 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 and
Chief Executive Officer of AIMCO. Mr. Kompaniez's principal occupation is
Vice Chairman and President 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, to this Schedule 13D.
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 to this Schedule 13D, (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 5, 1997, pursuant to a Stock Purchase Agreement, dated as of
April 16, 1997 (the "Stock Purchase Agreement"), by and among AIMCO, Demeter
Holdings Corporation, a Massachusetts corporation ("Demeter"), and Capricorn
Investors, L.P., a Delaware limited partnership ("Capricorn"), AIMCO acquired
2,866,073 shares of NHP Common Stock from Demeter, Capricorn and two of
Capricorn's limited partners, The Peter and Pamela Mullin Family Charitable
Foundation ("Mullin") and The Nash Family Foundation ("Nash" and, together
with Demeter, Capricorn and Mullin, collectively, the "Sellers"), in exchange
for 2,142,857 shares of Class A Common Stock, par value $.01 per share
("AIMCO Common Stock"), of AIMCO. AIMCO contributed such shares of NHP Common
Stock to its wholly owned subsidiary, AIMCO-LP. AIMCO-LP contributed such
shares of NHP Common Stock to AIMCO Properties in exchange for additional
partnership interests in AIMCO Properties. AIMCO Properties contributed such
shares of NHP Common Stock to ANHI in exchange for 95,000 shares of Series A
Preferred Stock, par value $.01 per share ("ANHI Preferred Stock"), of ANHI.
On May 5, 1997, pursuant to the Stock Purchase Agreement, ANHI acquired
3,630,000 shares of NHP Common Stock from Demeter for $72.6 million in cash.
Such cash consideration was obtained by ANHI from the proceeds of a loan (the
"Loan") made pursuant to a Credit Agreement, dated as of May 5, 1997 (the
"Credit Agreement"), by and among ANHI, Bank of America National Trust and
Savings Association ("BofA"), as lender, Smith Barney Mortgage Capital Group,
Inc., as lender (together with BofA, the "Lenders"), and BofA, as agent. A
copy of the Credit Agreement has been filed as Exhibit 2 to this Schedule 13D
and is incorporated herein by this reference.
On August 26, 1997, AIMCO sold 2,400,000 shares of AIMCO Common Stock to
an institutional investor and used substantially all of the net proceeds from
such sale to purchase 3,717,000 shares of NHP Common Stock from ANHI for an
aggregate price of $74.3 million. ANHI used the proceeds from its sale of
such shares of NHP Common Stock to repay its outstanding borrowings under the
Credit Agreement, and terminated the Credit Agreement.
On September 12, 1997, AIMCO sold 2,373,418 shares of AIMCO Common Stock
to an institutional investor, used $40.0 million in proceeds from such sale to
purchase 2,000,000 shares of NHP Common Stock from ANHI and used $7,039,500
of such proceeds to purchase 351,975 shares of NHP Common Stock from Demeter
pursuant to the Stock Purchase Agreement. On September 12, 1997, AIMCO also
acquired 82,074 shares of NHP Common Stock from Capricorn, Nash and Mullin in
exchange for 61,364 shares of AIMCO Common Stock pursuant to the Stock
Purchase Agreement.
In addition, pursuant to the Stock Purchase Agreement, the Sellers are
entitled to receive the shares of common stock ("WMF Stock") of WMF Group
Ltd. (formerly NHP Financial Services, Ltd.), a Delaware corporation and a
wholly owned subsidiary of NHP ("WMF"), that have been distributed in respect
of the rights (the "Rights") attached to the shares of NHP Common Stock
acquired pursuant to the Stock Purchase Agreement; provided, however, that,
at the request of Demeter or Capricorn, the Sellers may receive an additional
cash amount equal to the product of (x) the number of shares of NHP Common
Stock so acquired, and (y) $3.05.
10
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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. A copy of the
Stock Purchase Agreement has been filed as Exhibit 3 to this Schedule 13D and
is 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 (the "Mixed Consideration"), 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 WMF 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 has been filed as Exhibit 4 to this
Schedule 13D and is incorporated herein by this reference.
Pursuant to the Stock Purchase Agreement, Michael Eisenson, Timothy
Palmer and Herbert S. Winokur, Jr. resigned as directors of NHP. On May 23,
1997, the Board of Directors of NHP appointed three executive officers of
AIMCO, Messrs. Considine and Kompaniez and Thomas Toomey, to fill the vacancies
created as a result of such resignations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
AIMCO owns 6,151,049 shares of NHP Common Stock, which represent
approximately 47.3% of the shares of NHP Common Stock outstanding as of
October 30, 1997. AIMCO has the sole power to vote and the sole power to
dispose of such shares of NHP Common Stock.
ANHI owns 779,073 shares of NHP Common Stock, which represent
approximately 6.0% of the shares of NHP Common Stock outstanding as of
October 30, 1997. ANHI has the sole power to vote and the sole power to dispose
of such shares of NHP Common Stock.
Messrs. Considine and Kompaniez, as the owners of all of the
outstanding shares of common stock of ANHI, may be deemed the beneficial
owners of the 779,073 shares of NHP Common Stock owned by ANHI, which
represent approximately 6.0% of the shares of NHP Common Stock outstanding as
of October 30, 1997.
Pursuant to Rule 13d-5(b)(1) of the Exchange Act, all of the
Reporting Persons may be deemed the beneficial owners of the 6,151,049 shares
of NHP Common Stock owned by AIMCO and the 779,073 shares of NHP Common Stock
owned by ANHI, which represent, in the aggregate, approximately 53.3% of the
shares of NHP Common Stock outstanding as of October 30, 1997.
No other person is known by the Reporting Persons to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of NHP Common Stock acquired by the
Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationship
among the persons named in Item 2 or between such persons and any person with
respect to any securities or NHP, except as set forth in Items 2, 3 and 4,
and as described below.
AIMCO and ANHI intend to vote all of their shares of NHP Common
Stock in favor of a proposal to adopt and authorize the Merger Agreement at a
special meeting of NHP stockholders expected to be held to consider and vote
upon such proposal.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
7 Joint Filing Agreement
11
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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: October 30, 1997 APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
By: /s/ Peter Kompaniez
------------------------------
Peter Kompaniez
Vice Chairman and President
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
12
<PAGE>
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 and Chief
Executive Officer, Apartment Investment and
Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors and
President, 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
Harry G. Alcock Senior Vice President -- Acquisitions, Apartment
Investment and Management Company
Joseph DeTuno Senior Vice President -- Property Redevelopment,
Apartment Investment and Management Company
Jack W. Marquardt Senior Vice President -- Accounting, Apartment
Investment and Management Company
Leeann Morein Senior Vice President, Chief Financial Officer and
Secretary, Apartment Investment and Management
Company
R. Scott Wesson Senior Vice President -- Chief Information Officer,
Apartment Investment and Management Company
Patti K. Fielding Vice President -- Asset Management, Apartment
Investment and Management Company
Dora E. Chi Vice President -- Asset Management, Apartment
Investment and Management Company
Patricia K. Heath Vice President and Chief Accounting Officer,
Apartment Investment and Management Company
Carla Stoner Vice President -- Finance and Administration,
Apartment Investment and Management Company
James Wallace Vice President -- Tax, 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.
- ------------------------------
* Director of Apartment Investment and Management Company.
13
<PAGE>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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.
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
- ------------------------------
* Director of Apartment Investment and Management Company.
14
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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 and Chief
Executive Officer, Apartment Investment and
Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors and
President, 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
David L. Williams Executive Vice President -- Property
Operations, Apartment Investment and
Management Company
- ------------------------------
* Director of AIMCO-LP, Inc.
15
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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 and Chief
Executive Officer, Apartment Investment and
Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors and
President, 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
David L. Williams Executive Vice President -- Property
Operations, 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
- ------------------------------
* Director of AIMCO-GP, Inc.
16
<PAGE>
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 and Chief
Executive Officer, Apartment Investment and
Management Company
Peter K. Kompaniez* Vice Chairman of the Board of Directors and
President, 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 L. Williams Executive Vice President -- Property
Operations, Apartment Investment and
Management Company
- ----------------------------------------
* Director of AIMCO/NHP Holdings, Inc.
17
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
7 Joint Filing Agreement
<PAGE>
Exhibit 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, each of the persons named below agreed to the joint filing
on behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.01 per share, of NHP
Incorporated, a Delaware corporation, and further agrees that this Joint
Filing Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that
such information is inaccurate. This Joint Filing Agreement may be executed
in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
Date: October 30, 1997
APARTMENT INVESTMENT AND AIMCO PROPERTIES, L.P.
MANAGEMENT COMPANY
By: AIMCO-GP, INC.,
By: /s/ Peter Kompaniez General Partner
-------------------------
Peter Kompaniez By: /s/ Peter Kompaniez
President ------------------------
Peter Kompaniez
Vice President
AIMCO-GP, INC. /s/ TERRY CONSIDINE
----------------------------
By: /s/ Peter Kompaniez TERRY CONSIDINE
-------------------------
Peter Kompaniez /s/ PETER KOMPANIEZ
Vice President ----------------------------
PETER KOMPANIEZ
AIMCO-LP, INC.
By: /s/ Peter Kompaniez
-------------------------
Peter Kompaniez
Vice President
