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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
Date of report (Date of earliest event reported) March 20, 1996
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NHP INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-26572 52-1445137
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1225 Eye Street, N.W., Suite 601, Washington, D.C. 20005-3945
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (202) 347-6247
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(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index on Page 3
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Item 5. Other Events.
On March 20, 1996, NHP Incorporated and Commonwealth Overseas Trading
Company Limited ("Commonwealth") entered into a Stock Purchase Agreement
providing for the purchase from Commonwealth of all of the issued and
outstanding common stock of WMF Holdings Ltd. for $21 million, in the form of
$16.8 million in cash and 210,000 shares of NHP common stock. WMF Holdings
Ltd. is the owner of Washington Mortgage Financial Group, Ltd. located in
Fairfax County, Virginia, a multifamily mortgage originator and servicer. The
Registrant's press release, attached hereto as exhibit 99.1, is incorporated in
its entirety by reference in response to this Item 5.
SIGNATURES
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 thereunto duly authorized.
NHP INCORPORATED
Date: March 20, 1996 By:/s/ JOEL F. BONDER
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Joel F. Bonder
Senior Vice President, General Counsel
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INDEX TO EXHIBITS
FORM 8-K
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Item Page
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99.1 Press Release 4
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Exhibit 99.1
NHP INCORPORATED ANNOUNCES MAJOR ACQUISITION
Contact: Joel F. Bonder
Sr. VP and Gen. Counsel
(202) 326-8232
WASHINGTON, MARCH 20, 1996 /PRNewswire/ -- NHP Incorporated ("NHP")
(Nasdaq - NNM:NHPI) of Washington, D.C. announced today that it is
purchasing a leading multifamily mortgage provider with a $4.5 billion
servicing portfolio. NHP has signed a definitive Purchase and Sale Agreement
with Commonwealth Overseas Trading Company Limited, a Bermuda corporation, with
respect to the acquisition of WMF Holdings Ltd., a Delaware corporation. WMF
Holdings Ltd. is the owner of Washington Mortgage Financial Group, Ltd.
("Washington Mortgage Financial") of Fairfax County, Virginia, one of the
nation's leading multifamily mortgage originators and servicers. Washington
Mortgage Financial, under current ownership since 1990, had mortgage servicing
contracts aggregating approximately $4.5 billion as of February 29, 1996, and
originated approximately $805 million in multifamily and other commercial
mortgages in 1995. Included in the Washington Mortgage Group is WMF/Huntoon,
Paige Associates Limited, located in Edison, New Jersey, a leading FHA mortgage
originator and servicer.
Under the terms of the agreement, NHP will acquire all the shares of WMF
Holdings Ltd. for $21 million, in the form of $16.8 million in cash and
210,000 shares of NHP common stock. While Washington Mortgage
Financial will be 100% owned by NHP, it will continue its present business as a
separate company, under existing management, with the objective of expanding
its market share in the increasing consolidation of the nation's multifamily
residential mortgage market. Washington Mortgage Financial is led by Shekar
Narasimhan, who will continue as CEO of the company after the sale; Mr.
Narasimhan will also become Executive Vice President for Financial Services of
NHP. NHP expects that the acquisition will close promptly, subject to
necessary consents.
Washington Mortgage Financial at year-end 1995 had total assets of $57
million, and had revenues of $22 million and EBITDA of $4.8 million in 1995,
after a special charge of approximately $700,000 with respect to the cessation
of single family mortgage operations in California. EBITDA is regarded as a
better indicator of financial performance for multifamily service companies
than traditional earnings because of the amortization charges which accompany
the acquisition of both property management and mortgage servicing contracts..
J. Roderick Heller, III, Chairman and Chief Executive Officer of NHP,
stated: "I have known and admired Shekar Narasimhan for a number of years.
His energy, intelligence and policy focus have been impressively and
consistently demonstrated through his leadership and vision at Washington
Mortgage Financial and in the housing industry generally. I have been
particularly impressed at how Shekar and his colleagues at Washington Mortgage
Financial have built one of the nation's foremost multifamily mortgage
companies, and I am extremely enthusiastic about what this acquisition holds
for NHP. The inclusion of Washington Mortgage Financial within the NHP group
of companies will enable us to significantly extend the range of services NHP
provides to the multifamily industry, and to substantially increase our
EBITDA."
NHP is a Nasdaq listed company which went public in August 1995. It
provides property management and other services for approximately 134,000
multifamily apartment units in 38 states, the District of Columbia and Puerto
Rico. Approximately 46% of the shares of NHP are owned by an affiliate of
Harvard University.
RELEASE 96-5
