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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 52-1445137
(State of organization) (I.R.S. Employer
Identification Number)
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8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
upon filing pursuant to General Instruction A.(c)(2), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Rights (attached to Common Stock of Registrant) to receive
shares of NHP Financial Services, Ltd.
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PAGE 1 OF 5 EXHIBIT INDEX APPEARS AT PAGE 5
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Board of Directors of NHP Incorporated (the "Registrant") has
declared a dividend distribution of one right (a "Right") for each outstanding
share of common stock, par value $.01 per share (the "Common Shares"), of the
Registrant. The distribution is payable on May 9, 1997 to the shareholders of
record as of the close of business on May 2, 1997 ("the Record Date"). Each
Right entitles the registered holder to receive from the Registrant upon
maturity of the Rights one-third of a share (the "Shares") of common stock, par
value $.01 per share, of NHP Financial Services, Ltd., a Delaware corporation
(the "Spin-Off Entity"), or any successor thereof, subject to the terms and
conditions set forth in a Rights Agreement, dated as of April 21, 1997 (the
"Rights Agreement") between the Registrant, the Spin-Off Entity and The First
National Bank of Boston as Rights Agent (the "Rights Agent"). No fractional
Shares will be issued and cash will be paid in lieu of fractional Shares at the
rate of $9.15 per Share. The distribution of Shares pursuant to the Rights
will result in 100% of the equity of the Spin-Off Entity held by the Registrant
being distributed to the holders of Rights. Rights will also be issued with
respect to any Common Share issued prior to the time Shares become
distributable in respect of Rights.
The Rights Agreement provides that the right to receive the Shares
shall not mature until the earlier of the Effective Time of the merger (the
"Merger") of a subsidiary of Apartment Investment and Management Company
("AIMCO") with and into the Registrant pursuant to an Agreement and Plan of
Merger dated as of April 21, 1997 by and among AIMCO, such subsidiary and the
Registrant (the "Merger Agreement") or December 1, 1997 (the time at which the
Rights mature being referred to as the "Maturity Time").
The Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificates. Until the Maturity Time, new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. The form
of legend to be affixed to new Common Share certificates is set forth in
Section 3(c) of the Rights Agreement, which is incorporated herein by
reference. Until the Maturity Time, the surrender for transfer of any
certificates for Common Shares will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificates.
The Rights Agreement also contains certain covenants of the Registrant
and the Spin-Off Entity proscribing the following while the Rights are
outstanding: (i) a transfer of the assets of the Spin-Off Entity other than in
the ordinary course of business; (ii) issuance of securities by the Registrant
other than in connection with a stock dividend, subdivision, combination or
reclassification or the exercise of options, warrants and other rights to
acquire securities issued and outstanding as of the Record Date; (iii) issuance
of securities by the Spin-Off Entity other than in connection with a stock
dividend, subdivision, combination or reclassification or the exercise of
options, warrants and other rights to acquire securities issued and outstanding
as of the Record Date plus (W) the Spin-Off Entity may issue options (and
securities issuable upon exercise of such options) in connection with an
amendment of outstanding options to acquire
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Common Shares of the Registrant so that each such option includes the right to
receive the number of Shares that would be distributed in connection with
Rights that would be associated with Common Shares obtainable upon exercise of
such options, (X) the Spin-Off Entity may issue options (and Shares obtainable
upon exercise of such options) to acquire up to an additional 338,000 Shares
(assuming completion of the Recapitalization contemplated by the Rights
Agreement), provided that such options are issued in connection with an
employee stock option plan duly adopted by the Spin-Off Entity, (Y) the
Spin-Off Entity may issue an additional 6,000 Shares (assuming completion of
the Recapitalization contemplated by the Rights Agreement), provided that such
Shares are issued only to employees of the Spin-Off Entity and (Z) the Spin-Off
Entity may issue or agree to issue Shares for an aggregate consideration of
$5,000,000 at a price expected to be $9.15 per Share (assuming completion of
the Recapitalization contemplated by the Rights Agreement); and (iv) the
operation of the Spin-Off Entity otherwise than in the ordinary course of
business.
The Rights Agreement may be amended by the Registrant without the
approval of any holders of Rights in certain events, including amendments which
add other events requiring adjustment to the number of Shares or other
securities issuable upon the exercise of the Rights provided that no amendment
may be made which (i) changes the number of Shares that may be distributed in
any way that results in less than all Shares held by the Registrant at the
Maturity Time being distributed in respect of the Rights, or (ii) increases the
period of time remaining until the Maturity Time, without the consent of the
holders of a majority of the issued and outstanding Rights, and the Rights
Agreement may be amended in any respect upon the agreement of the Registrant,
the Spin-Off Entity and the Rights Agent if the consent of the holders of a
majority of the issued and outstanding Rights has been obtained with respect to
such amendment.
The description of the Rights Agreement is not necessarily
complete and reference is made to the copy of the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of April 21, 1997 between NHP Incorporated,
NHP Financial Services, Ltd. and The First National Bank of Boston,
filed with the Registrant's Form 8-K on April 24, 1997 and which is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
NHP INCORPORATED
BY: /s/ Ann Torre Grant
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Ann Torre Grant
Executive Vice President, Chief
Financial Officer and Treasurer
Dated: April 28, 1997
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INDEX TO EXHIBITS
No. Description
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1 Rights Agreement, dated as of April 21, 1997 between NHP Incorporated,
NHP Financial Services, Ltd. and The First National Bank of Boston,
filed with the Registrant's Form 8-K on April 24, 1997 and which is
incorporated herein by reference.
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