-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASVufy6L1EYGLH3mJ+0vnETV/IhZUDtBRgXqjcj6iH+jyYLFkuQhuzEfYvdt7Qas 2jKkGFFqn1XbtG4AWrJKzQ== 0000912057-97-031008.txt : 19970922 0000912057-97-031008.hdr.sgml : 19970922 ACCESSION NUMBER: 0000912057-97-031008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970918 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NHP INC CENTRAL INDEX KEY: 0000946358 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 521445137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44997 FILM NUMBER: 97682008 BUSINESS ADDRESS: STREET 1: 8065 LEESBURG PIKE STREET 2: STE 400 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 2023476247 MAIL ADDRESS: STREET 1: 1225 EYE ST NW CITY: WASHINGTON STATE: DC ZIP: 20005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1873 S BELLAIRE ST STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE ST STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 2) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D (Amendment No. 2) (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 NHP Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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) 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) 53.7% 14 TYPE OF REPORTING PERSON CO 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) 53.7% 14 TYPE OF REPORTING PERSON CO 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) 53.7% 14 TYPE OF REPORTING PERSON CO 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) 53.7% 14 TYPE OF REPORTING PERSON CO 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) 53.7% 14 TYPE OF REPORTING PERSON CO 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) 53.7% 14 TYPE OF REPORTING PERSON IN 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) 53.7% 14 TYPE OF REPORTING PERSON IN This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), dated May 16, 1997, as amended by Amendment No. 1, dated June 17, 1997, 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 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 $20.0 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 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 47.6% of the shares of NHP Common Stock outstanding as of August 31, 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 August 31, 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 August 31, 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 53.7% of the shares of NHP Common Stock outstanding as of August 31, 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 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: September 16, 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 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 J. Robert Hiner Executive Vice President -- Property Management, 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 Joseph DeTuno Senior Vice President -- Property Redevelopment, 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 Carla Stoner Vice President -- Finance and Administration, Apartment Investment and Management Company Dora E. Chi Vice President -- Finance, 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 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 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 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 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 EXHIBIT INDEX EXHIBIT DESCRIPTION 7 Joint Filing Agreement EX-7 2 EXHIBIT 7 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: September 16, 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 -----END PRIVACY-ENHANCED MESSAGE-----