<PAGE> 1
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 333- . . . . . .
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-1445137
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 394-2400
(Address of Principal Executive Offices)
SULLIVAN PERFORMANCE VESTING OPTIONS
(Full title of the plan)
J. RODERICK HELLER, III
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 394-2400
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $.01 par
value 120,000 $19.43(1) $2,331,600(1) $804(1)
</TABLE>
(1) In accordance with Rule 457(h)(1), the aggregate offering price and the
amount of the registration fee are computed on the basis of the actual exercise
price specified in the granted options.
===============================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The annual report on Form 10-K of NHP Incorporated (the
"Company") filed on March 29, 1996 for the fiscal year ended December 31, 1995
(the "Annual Report") pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Common Stock, par value $.01 per share of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
August 7, 1995, including any amendment or report filed for the purpose of
updating such description.
In addition, all reports and other documents filed by the Company after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
-2-
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation or is or was serving at the corporation's request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further (unless
and to the extent that a court of competent jurisdiction provides otherwise),
that such person shall not have been adjudged liable to the corporation.
Section 8.01 of the Company's Bylaws provides in effect that the Company shall
indemnify its directors and officers to the fullest extent permitted by
Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a corporation shall have the
power, if its certificate of incorporation so permits, to eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (regarding unlawful payments of dividends
and unlawful stock purchases and redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit. The Company's
Certificate of Incorporation limits directors' liability to the maximum extent
permitted by law.
See Item 9 for the Registrant's undertakings with respect to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 Sullivan Performance Vesting Option Agreement
5 Opinion of Wilmer, Cutler & Pickering
23.2 Consent of Arthur Andersen LLP dated September 11, 1996
24.1 Consent of Wilmer, Cutler & Pickering (contained in their opinion
filed as Exhibit 5)
25 Power of attorney (included on signature page)
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; except, in
the case of phrases (i) and (ii), to the extent the information required is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
herein by reference.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vienna, Virginia on the 12th day of September, 1996.
NHP INCORPORATED
By: /s/ J. Roderick Heller, III
-------------------------------------
J. Roderick Heller, III
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick Heller,
III and Joel F. Bonder as his or her true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. Roderick Heller, III
- --------------------------- Chairman of the Board, September 12, 1996
J. Roderick Heller, III Chief Executive Officer,
President and Director
(principal executive officer)
/s/ Ann Torre Grant
- --------------------------- Executive Vice President, September 12, 1996
Ann Torre Grant Chief Financial Officer
and Treasurer
(principal financial officer)
/s/ Jeffrey J. Ochs
- --------------------------- Vice President and Chief September 12, 1996
Jeffrey J. Ochs Accounting Officer
(principal accounting officer)
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard S. Bodman
- --------------------------- Director September 12, 1996
Richard S. Bodman
/s/ John W. Creighton, Jr.
- --------------------------- Director September 12, 1996
John W. Creighton, Jr.
/s/ Lloyd N. Cutler
- --------------------------- Director September 12, 1996
Lloyd N. Cutler
/s/ Michael R. Eisenson
- --------------------------- Director September 12, 1996
Michael R. Eisenson
/s/ Tim R. Palmer
- --------------------------- Director September 12, 1996
Tim R. Palmer
/s/ Herbert S. Winokur, Jr.
- --------------------------- Director September 12, 1996
Herbert S. Winokur, Jr.
</TABLE>
-6-
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4 Sullivan Performance Vesting Option Agreement
5 Opinion of Wilmer, Cutler & Pickering
23.2 Consent of Arthur Andersen LLP dated September 11, 1996
24.1 Consent of Wilmer, Cutler & Pickering (contained in their
opinion filed as Exhibit 5)
25 Power of attorney (included on signature page)
</TABLE>
-7-
<PAGE> 1
EXHIBIT
4
NHP INCORPORATED
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made this 1st day of
May, 1996 by and between (i) NHP Incorporated (the "Corporation"), a Delaware
corporation, and (ii) WILLIAM R. SULLIVAN ("Participant"), an employee of the
Corporation.
WHEREAS, by resolution adopted at a meeting of the Board of Directors of
the Corporation on May 1, 1996, the Board of Directors has determined that
Participant is eligible to receive an Option to purchase shares of Common
Stock.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions
hereinafter set forth, the Corporation hereby grants to Participant the right
to purchase, during the period specified in Article 2 hereof, ONE HUNDRED
TWENTY THOUSAND (120,000) shares of Common Stock (such shares of Common Stock
being hereinafter referred to as the "Shares") at a price of Nineteen Dollars
and forty-three cents ($19.43) per Share (the "Exercise Price"), in accordance
with the terms of this Agreement (such right being hereinafter referred to as
the "Option"). The Board of Directors of the Corporation, exercising good
faith, has determined that the Exercise Price is equal to at least one hundred
percent (100%) of the fair market value of each Share on the date hereof.
Participant acknowledges and understands that the terminology used herein
shall create no implication regarding the qualification at any time of the
Option, in whole or in part, as an "incentive stock option."
2. DURATION OF OPTION.
The Option shall be effective during the period commencing as of the
date hereof and ending on the earliest of (a) the date all of the Shares are
purchased pursuant to the terms of this Agreement or are surrendered to the
Corporation pursuant to Section 3F hereof, (b) expiration of the three (3)-
month period following Participant's termination of employment pursuant to
Section 3C hereof, (c) the expiration of the three (3)-month
-1-
<PAGE> 2
period prescribed under Section 3B hereof, or (d) five (5) years from the date
of issuance of the Option, April 30, 2001 at 5:00 P.M., Washington, D.C. time.
3. EXERCISE OF OPTION.
A. Subject to the provisions of Article 2 hereof regarding the
duration of the Option, the Option may be exercised by Participant only as
follows:
(1) Participant may purchase up to 40,000 Shares if at the end
of any 12 calendar month period ending on before April 30, 2001, Attributable
EBITDA shall have been $5.5 million or more;
(2) Participant may purchase up to an additional 40,000 Shares
if at the end of any 12 calendar month period ending on or before April 30,
2001, Attributable EBITDA shall have been $9.5 million or more;
(3) Participant may purchase up to an additional 40,000 shares
if at the end of any 12 calendar month period ending on or before April 30,
2001, Attributable EBITDA shall have been $13.5 million or more.
For purposes of this Agreement, "Attributable EBITDA" shall mean EBITDA,
as determined under generally accepted accounting principles (after the
allocation of all NHP Incorporated internal charges), attributable to
Participant's business unit, including $1,618,000 of EBITDA generated by
Buyers Access and Risk Management in 1995 and any increases or decreases
thereafter. Attributable EBITDA shall include only 25% of any annualized
"base" EBITDA (determined at the "run rate" for the preceding three months
before closing) added by a purchase or joint venture involving significant
capital costs from NHP, but shall include 100% of any future changes above or
below the annualized "base" EBITDA.
The Option may be exercised only in amounts of ten (10) Shares or whole
multiples thereof; provided, however, that such restriction shall not apply to
the purchase by Participant of all Shares which are the subject of the Option
which have not previously been purchased by Participant and which Participant
shall be otherwise entitled to purchase. The Option may be exercised only if
compliance with all applicable Federal and state securities laws can be
effected and only by (x) Participant's completion, execution and delivery to
the Corporation of a notice of exercise and "investment letter" (if required
by the Corporation) as supplied by the Corporation, and (y) the payment to the
Corporation, as provided in Section 3D hereof, of an amount equal to the
amount obtained by multiplying the Exercise Price by the number of Shares
being purchased pursuant to such exercise, as shall be specified by
Participant in such notice of exercise (the "Purchase Price").
-2-
<PAGE> 3
B. In the event of the death of Participant at such time that
Participant shall possess an Option pursuant to the terms of this Agreement,
Participant's estate, executors or administrators, or personal or legal
representatives shall be entitled, for a period of three (3) months following
the date of Participant's death, to exercise the Option, but only to the
extent that Participant was entitled to exercise the Option on the date of
such death. Any person so desiring to exercise Participant's Option shall be
required, as a condition to the exercise of the Option, to furnish to the
Corporation such documentation as the Corporation shall deem satisfactory to
evidence the authority of such person to exercise the Option on behalf of
Participant. In the event of the exercise of such Option by Participant's
estate, executors or administrators, or personal or legal representatives, all
references herein to Participant shall, to the extent applicable, be deemed to
refer to and include such estate, executors or administrators, or personal or
legal representatives, as the case may be. Except as provided in this Section
3B, the Option or any of the rights thereunder may be exercised by Participant
only, and may not be transferred or assigned, in whole or in part, whether
voluntarily, involuntarily or by operation of law (including, without
limitation, the laws of bankruptcy, intestacy, descent and distribution and
succession) or on an absolute or contingent basis.
C. Upon termination of Participant's employment for any reason
other than death, Participant shall have the right, for a period of three (3)
months after the date of Participant's termination of employment (the last day
for which Participant's salary is paid), to acquire any or all of the Shares
with respect to which Participant was entitled to exercise such Option
immediately prior to Participant's termination, except that such right shall
not be available in the event Participant is terminated for gross misconduct,
in which event the option shall expire immediately upon Participant's
termination of employment (the last day for which Participant's salary is
paid).
D. Payment of the Purchase Price shall be made by personal or
cashier's check or wire transfer (a "Cash Payment"). In lieu of receiving a
Cash Payment, the Compensation Committee, in its sole and absolute discretion,
may provide for a "cashless exercise" of the Option whereby Participant, by a
properly-executed written notice, directs (i) an immediate market sale or
margin loan respecting all or a part of the Shares to which Participant is
entitled upon exercise pursuant to an extension of credit by the Corporation
to Participant of the Purchase Price, (ii) the delivery of the Shares from the
Corporation directly to a brokerage firm and (iii) the delivery of the
Purchase Price from sale or margin loan proceeds from the brokerage firm
directly to the Corporation. Further, in lieu of receiving a Cash Payment,
the Compensation Committee, in its sole and absolute discretion, may provide
for the payment of the Purchase Price, in whole or in part, by the delivery of
a number of shares of common stock ("Common Stock") of the Corporation (plus
cash if necessary) having a fair market value equal to such option price. For
all purposes of this Agreement, the fair market value of a share of Common
Stock on a particular date shall be equal to the average between the reported
high and low prices
-3-
<PAGE> 4
of Stock on the most recent date on which Common Stock was publicly traded or,
in the event of no transactions on such date, the closing bid and asked prices
of stock. In the event Common Stock is not publicly traded at the time a
determination of its value is required to be made hereunder, the determination
of its fair market value shall be made by the Compensation Committee in such
manner as it deems appropriate.
E. Upon the exercise of the Option by Participant, or as soon
thereafter as is practicable, the Corporation shall issue and deliver to
Participant a certificate or certificates evidencing such number of Shares as
Participant has so elected to purchase or such other evidence as the
Corporation may elect. Such certificate or certificates or other evidence of
Shares shall be registered in the name of Participant and, if applicable,
shall bear an appropriate investment warranty legend and any legend required
by any Federal or state securities law, rule or regulation. Upon the exercise
of the Option and the issuance and delivery of such certificate or
certificates or other evidence of Shares, Participant shall have all the
rights of a stockholder with respect to such Shares and to receive all
dividends or other distributions paid or made with respect thereto.
F. Notwithstanding any other provision hereof to the contrary, the
Compensation Committee may, upon such terms and conditions as it deems
appropriate, accept the surrender by Participant of Participant's right to
exercise the Option, in whole or in part, and authorize a payment in
consideration therefor of an amount equal to the difference obtained by
subtracting the Exercise Price of the Shares which are the subject of such
surrendered Option from the fair market value of the Shares, such payment to
be in cash and made by corporate check.
G. If the Corporation is the surviving or resulting corporation in
any merger, consolidation or share exchange, any outstanding Option shall
apply to those securities to which a holder of the number of shares of Common
Stock subject to the Option would have been entitled under the merger,
consolidation or share exchange. If the Corporation is not the surviving or
resulting corporation in any such transaction, the successor corporation shall
provide stock options on terms and conditions that substantially preserve the
rights and benefits of any outstanding Option.
4. CHANGES IN CAPITAL STRUCTURE OF THE CORPORATION. Subject to any
required action by the stockholders of the Corporation and the provisions of
the General Corporation Law of the State of Delaware, the number of shares of
Common Stock subject to this Agreement as well as the Exercise Price of any
Shares not yet purchased by Participant shall be proportionately adjusted for
(a) a division or combination of the shares of capital stock of the
Corporation, (b) a dividend payable in shares of capital stock of the
Corporation or (c) a reclassification, recapitalization or other stock change
which changes the character or amount of any shares of capital stock of the
Corporation.
-4-
<PAGE> 5
5. RIGHTS PRIOR TO EXERCISE. Participant shall have no equity interest
in the Corporation or any voting, dividend, liquidation or dissolution rights
with respect to any capital stock of the Corporation solely by reason of
having an Option or having executed this Agreement. Furthermore, prior to the
exercise of all or a portion of the Option, as set forth in Section 3A hereof,
and the issuance and delivery of a certificate or certificates evidencing the
Shares purchased pursuant to the exercise of all or a portion of such Option,
Participant shall have no interest in, or any voting, dividend, liquidation or
dissolution rights with respect to, the Shares, except to the extent that
Participant has exercised all or a portion of such Option and has been issued
and received delivery of a certificate or certificates evidencing the Shares
purchased pursuant to such exercise.
6. EMPLOYMENT OF PARTICIPANT. Nothing in this Agreement shall be
construed as constituting a commitment, guarantee, agreement or understanding
of any kind or nature that the Corporation shall continue to employ
Participant, nor shall this Agreement affect in any way the right of the
Corporation to terminate the employment of Participant. No change of
Participant's duties as an employee of the Corporation shall result in, or be
deemed to be, a modification of any of the terms of this Agreement.
7. BURDEN AND BENEFIT; CORPORATION. This Agreement shall be binding
upon, and shall inure to the benefit of, the Corporation and Participant, and
their respective heirs, personal and legal representatives, successors and
assigns. As used in Articles 6 and 7 hereof, the term the "Corporation" shall
also include any corporation which is the parent or a subsidiary of the
Corporation and for which Participant is providing services in any form during
Participant's employment with the Corporation or any such other corporation or
entity. Participant hereby consents to the enforcement of any and all of the
provisions of this Agreement by or for the benefit of the Corporation and any
such other corporation or entity.
8. GENDERS. The use of any gender herein shall be deemed to be or
include the other genders and the use of the singular herein shall be deemed
to be or include the plural (and VICE VERSA), wherever appropriate.
9. HEADINGS. The headings and other captions contained in this
Agreement are for convenience of reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of this Agreement.
10. ENTIRE AGREEMENT. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations between
the parties hereto with respect to the Option and the Shares, and there are no
promises, agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, between them with
respect to the Option or the Shares other than as set forth herein. This
Agreement is, and is intended by the parties to be, an integration of
-5-
<PAGE> 6
any and all prior agreements or understandings, oral or written, with respect
to the Option and the Shares.
11. NOTICES. Any and all notices provided for herein shall be
sufficient if in writing, and sent by hand delivery, facsimile or by certified
or registered mail (return receipt requested and first-class postage prepaid),
in the case of the Corporation, to its principal office and to the attention
of the General Counsel, and in the case of Participant, to Participant's
address as shown on the Corporation's records.
12. INVALID OR UNENFORCEABLE PROVISIONS. The provisions of this
Agreement shall be deemed severable, and the invalidity or unenforceability of
any one or more of the provisions hereof shall not affect the validity and
enforceability of the other provisions hereof.
13. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.
14. MODIFICATIONS. No change or modification of this Agreement shall be
valid unless the same is in writing and signed by the parties hereto;
provided, however, that Participant hereby covenants and agrees to execute any
amendment to this Agreement which shall be required or desirable (in the
opinion of the Corporation or its counsel) in order to comply with any rule or
regulation promulgated or proposed under the Code by the Internal Revenue
Service.
-6-
<PAGE> 7
IN WITNESS WHEREOF, the Corporation and Participant have executed this
Agreement as of the day and year first above written.
ATTEST: NHP INCORPORATED, a Delaware
corporation
/s/ Joel F. Bonder By: /s/ J. Roderick Heller, III
- ------------------------------- ---------------------------
Joel F. Bonder J. Roderick Heller, III
Secretary Chairman, President and
Chief Executive Officer
WITNESS: PARTICIPANT
WILLIAM R. SULLIVAN
/s/ William R. Sullivan
- ------------------------------- --------------------------------
Signature
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<PAGE> 1
EXHIBIT 5
[WILMER, CUTLER & PICKERING LETTERHEAD]
September 12, 1996
NHP Incorporated
8065 Leesburg Pike, Suite 400
Vienna, VA 22182
Re: Sullivan Performance Vesting Options Agreement
Ladies and Gentlemen:
We have acted as counsel to NHP Incorporated, a Delaware corporation (the
"Company"), in connection with the preparation by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 120,000 shares of
common stock, $.01 par value per share (the "Shares") of the Company issuable
pursuant to the agreement between the Company and William R. Sullivan dated
May 1, 1996 (the "Agreement").
For purposes of this opinion, we have examined copies of the following
documents:
1. An executed copy of the Form S-8;
2. An executed copy of the Agreement;
3. A certificate dated September 12, 1996 certifying that the Restated
Certificate of Incorporation and Bylaws of the Company certified on August 15,
1996 had not been amended or repealed and remain in full force and effect on
the terms previously certified;
4. A copy of a Resolution of the Board of Directors dated May 1, 1996 as
certified by the Assistant Secretary of the Company on September 12, 1996 as
then being complete, accurate and in effect.
<PAGE> 2
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy
of the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
We are members of the Bar of the District of Columbia and do not hold
ourselves out as being experts in the law of any other state. This opinion is
limited to the laws of the United States and the General Corporation Law of
Delaware. Although we do not hold ourselves out as being experts in the laws
of Delaware, we have made an independent investigation of such laws to the
extent necessary to render our opinion. Our opinion is rendered only with
respect to the laws and the rules, regulations and orders thereunder that are
currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that:
1. The issuance of the Shares upon the exercise of options granted, when
issued in accordance with the terms of the Agreement, has been lawfully and
duly authorized; and
2. When the Shares have been issued and delivered in accordance with the
terms of the Agreement, the Shares will be legally issued, fully paid and
nonassessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form S-8 on September
12, 1996, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or furnished to any governmental
agency or other person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Form
S-8. Nothing herein shall be construed to cause us to be considered "experts"
within the meaning of Section 11 of the Securities Act of 1933, as amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Richard W. Cass
--------------------------
Richard W. Cass, a partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1996
(except for the matters discussed in Note 13 to the consolidated financial
statements, as to which the date is March 21, 1996) included in NHP
Incorporated's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
September 11, 1996
Washington, D.C.
