NHP INC

Filing Type:	DEF 14A
Filing Date:	Jul 11 1996

Ticker:
CIK	946358
State:	ba
Country:	USA

Date Printed:	Nov 18 2000

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14a INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.)

Filed by the registrant /X/

Field by party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

NHP INCORPORATED

(Name of Registrant as Specified in its Charter)

NHP INCORPORATED

(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box)

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)

/ / $500 per party to the controversy pursuant to Exchange Act Rule

14a-6(i)(3)

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and

0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) (Set forth the amount on which the filing fee is calculated and state how it was determined.)

(4) Proposed maximum aggregate value of transaction:

/ / Check box if any of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule, or registration statement no.:

(3) Filing Party:

(4) Date filed:

NHP INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JULY 24, 1996

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of NHP Incorporated, a Delaware corporation ("NHP" or the "Company"), will be held at the offices of the Company at 8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182 on Wednesday, July 24, 1996 at 9:00 a.m. for the following purposes:

1. To elect seven directors.

2. To increase by 400,000 the number of shares of the Company's

common stock, $.01 par value per share (the "Common Stock"), available

for issuance under the Company's 1995 Incentive Stock Option Plan for a

total of 1,200,000 shares available under such plan.

3. To ratify the selection of Arthur Andersen LLP as the Company's

independent public accountants for the fiscal audit.

4. To transact any and all other business that may properly come

before the meeting.

All shareholders of record at the close of business on June 14, 1996 are entitled to notice of and to vote at this meeting.

Shareholders are requested to sign and date the enclosed proxy and return it in the enclosed envelope. The envelope requires no postage if mailed in the United States.

By order of the Board of Directors

/s/ JOEL F. BONDER

Joel F. Bonder, Secretary NHP

NHP INCORPORATED

PROXY STATEMENT

JULY 24, 1996

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of NHP Incorporated, a Delaware Corporation ("NHP" or the "Company"), for the Annual Meeting of Stockholders of NHP to be held at 9:00 a.m. on Wednesday, July 24, 1996 at the Company's offices at 8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182 and any adjournments thereof, for the purposes set forth in the notice of the meeting. NHP was incorporated in 1986, and as of June 15, 1996, its principal executive offices are located at 8065 Leesburg Pike, Suite 400, Vienna, Virginia 22182. This Proxy Statement is first being distributed to Shareholders on or about June 24, 1996.

VOTING RIGHTS AND OUTSTANDING SHARES

As of June 14, 1996, NHP had outstanding 12,474,675 shares of Common Stock. Each share of Common Stock entitles the holder of record thereof at the close of business on June 14, 1996 to one vote on the matters to be voted upon at the meeting.

If the enclosed form of proxy is properly signed and returned, the shares represented thereby will be voted. If the stockholder specifies in the proxy how the shares are to be voted, they will be voted as specified. If the stockholder does not specify how the shares are to be voted, they will be voted (i) to elect the seven nominees listed under "Election of Directors," or the nominees for which approval has not been withheld, (ii) to approve the increase by 400,000 in the number of shares of Common Stock available for issuance under the 1995 Incentive Stock Option Plan for a total of 1,200,000 shares available under such plan, and (iii) to ratify the selection of Arthur Andersen LLP as the Company's independent public accountants for the fiscal 1996 audit. Should any person nominated to serve as a director be unable or unwilling to serve, the persons designated as proxies in the form of proxy for the Annual Meeting will vote for such other person as the Board of Directors may recommend. Any stockholder has the right to revoke his or her proxy at any time before it is voted by attending the meeting and voting in person or filing with the Secretary of the Company a written instrument revoking the proxy or delivering another newly executed proxy bearing a later date.

At the date hereof, management of NHP has no knowledge of any business other than that described in the notice for the Annual Meeting which will be presented for consideration at such meeting. If any other business should come before such meeting, the persons

appointed by the enclosed form of the proxy shall have discretionary authority to vote all such proxies as they shall decide.

QUORUM, REQUESTED VOTES AND METHOD OF TABULATION

Consistent with state law and under the Company's by-laws, a majority of shares entitled to be cast on a particular matter, present in person or represented by proxy, constitutes a quorum as to such matter. Votes cast by proxy or in person at the Annual Meeting will be counted by persons appointed by the Company to act as election inspector for the meeting. The seven nominees for election as directors at the Annual Meeting who receive the greatest numbers of votes properly cast for the election of directors shall be elected directors. Approval of the increase in the number of shares of Common Stock available for issuance under the 1995 Incentive Stock Option Plan (the "1995 Plan") and ratification of the selection of the Company's independent public accountant require the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote.

The election inspectors will count the total number of votes cast "for" approval of proposals, other than elections of directors, for purposes of determining whether sufficient affirmative votes have been cast. The election inspectors will count shares represented by proxies that withhold authority to vote for a nominee for election as a director or that reflect abstentions or "broker non-votes" (i.e., shares represented at the meeting held by brokers or nominees as to which (i) instruction have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Neither abstentions nor broker non-votes have any effect on the outcome of voting except that, for purposes of approval of the increase in the number of shares available under the 1995 Plan, abstentions are counted as a vote against the proposal.

1. ELECTION OF DIRECTORS

At the Annual Meeting, it is intended that the Company's Board of Directors be elected until the next Annual Meeting and until their successors shall have been duly elected and qualified. The following persons have been nominated as directors by the Board of Directors of the Company. All nominees are currently directors of the Company.

NAME AGE POSITION

J. Roderick Heller, III 58 Chairman of the Board, President and Chief Executive Officer

Richard S. Bodman 57 Director

John W. Creighton, Jr. 63 Director

Lloyd N. Cutler 78 Director

Michael R. Eisenson 40 Director

Tim R. Palmer 38 Director

Herbert S. Winokur, Jr. 52 Director

J. Roderick Heller, III has served as Director, President and Chief Executive Officer of the Company since its organization in 1986 and has served as Chairman of the Board since 1988. From 1982 until 1985, Mr. Heller served as President and Chief Executive Officer of Bristol Compressors, Inc., a Bristol, Virginia-based company involved in the manufacturing of air conditioning compressors. From 1971 until 1982, he was a partner in the Washington, D.C. law firm of Wilmer, Cutler & Pickering. Mr. Heller is a director of Auto-Trol Technology Corporation and a number of nonprofit organizations, including public television station WETA, the National Trust for Historic Preservation and The Civil War Trust.

Richard S. Bodman has served as a director of the Company since August 1995. He has been Managing General Partner of AT&T Ventures, a high technology venture capital partnership, since May 1996. Mr. Bodman previously served as Senior Vice President of AT&T for Corporation Strategy and Development from 1990 to May 1996. Mr. Bodman is a director and Chairman of the Compensation Committee of Tyco International, Inc. and served as a director of Reed Elsevier and Lin Television Corporation.

John W. Creighton, Jr. has served as a director of the Company since August 1995. He has served as Chief Executive Officer of Weyerhaeuser Company since 1991. Mr. Creighton joined Weyerhaeuser Company in 1970 and was elected Vice President in December of that year, Executive Vice President in 1985 and President and Director in 1988. He also served as President of Weyerhaeuser Real Estate Company from 1983 to 1989. Mr. Creighton previously served as a director of NHP from 1986 to 1988 and as a director of National Corporation for Housing Partnership ("NCHP") from 1981 to 1988. Mr. Creighton serves as a director of Washington Energy Company, Portland General Corporation, Unocal Corporation and Quality Food Centers, Inc.

Lloyd N. Cutler has served as a director of the Company since August 1995. He is Senior Counsel at the law firm of Wilmer, Cutler & Pickering, a position he has held since September 1994 and from 1990 to March 1994. Mr. Cutler served as Special Counsel to President Clinton from March 1994 through September 1994 and Counsel to President Carter from 1979 to 1980. Mr. Cutler previously served as a director of the Company from 1987 until March 1994.

Michael R. Eisenson has served as a director of the Company since 1990. Since December 1993, Mr. Eisenson has been President and Chief Executive Officer of Harvard Private Capital Group, Inc. ("Harvard Private Capital"), which manages the direct investment and private equities portfolio of the Harvard University endowment fund. Harvard Private Capital is the investment advisor for Demeter Holdings Corporation ("Demeter"). Mr. Eisenson joined Harvard Private Capital in 1986. Mr. Eisenson is a Director of ImmunoGen, Inc., Harken Energy Corporation, and Somatix Therapy Corporation.

Tim R. Palmer has served as a director of the Company since 1990. Mr. Palmer joined Harvard Private Capital in 1990 and is currently a Managing Director. From 1987 to 1990, Mr. Palmer was Manager, Business Development at The Field Corporation, a private investment firm. Mr. Palmer is a director of PriCellular Corporation.

Herbert S. Winokur, Jr. has served as a director of the Company since 1991. Since 1987, he has served as the President of Winokur & Associates, Inc., an investment and management services firm, and Winokur Holdings, Inc., which is the managing general partner of Capricorn Investors, L.P. ("Capricorn"), a private investment partnership. Mr. Winokur is the Chairman of DynCorp and serves as a director of Enron Corporation and NacRe Corporation.

During the fiscal year ended December 31, 1995, the NHP Board of Directors held five meetings and acted by written consent on five additional occasions. Each of the directors attended at least 75% of the meetings held during such director's term.

There are three committees of the Board of Directors: the Compensation Committee, the Audit Committee and the Conflicts Committee.

The Compensation Committee reviews salary policies and compensation of officers and other members of management and approves compensation plans. The Compensation Committee also administers the Company's stock option plans. Messrs. Eisenson, Winokur, and Creighton are the members of the Compensation Committee. During the fiscal year ended December 31, 1995, the Compensation Committee met on one occasion and acted by written consent on one occasion. See "Executive Compensation - Compensation Committee Report on Executive Compensation."

The Audit Committee reviews with management and the Company's independent public accountants the Company's financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the public accountants upon the financial condition of the Company and its accounting controls and procedures, and such other matters as the Committee deems appropriate. Messrs. Palmer, Bodman, Creighton and Winokur are the members of the Audit Committee. During the fiscal year ended December 31, 1995, the Audit Committee met on two occasions.

The Conflicts Committee monitors dealings between the Company and NHP Partners, Inc. and its affiliates that may present a conflict of interest. Messrs. Bodman, Creighton and Cutler are the members of the Conflicts Committee. During the fiscal year ended December 31, 1995, the Conflicts Committee had two meetings.

The Board of Directors recommends that shareholders vote FOR each of the nominees to the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth as of June 14, 1996 the number and percentage of outstanding shares of the Company's Common Stock beneficially owned by (i) all persons known by the Company to own beneficially more than 5% of the Company's Common Stock, (ii) each director and each executive officer who is a stockholder, and (iii) all directors and executive officers as a group. The business address of each of the following is 8065 Leesburg Pike, Vienna, Virginia 22182 unless otherwise specified.

NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT

Demeter Holdings Corporation 5,568,425 44.6%

600 Atlantic Avenue, Boston, MA 02210

Capricorn Investors, L.P. 1,309,492 10.5%

72 Cummings Point Road, Stamford, CT 06902

Warburg, Pincus Counsellors, Inc. 814,500 6.5%

466 Lexington Avenue, New York, NY 10017

J. Roderick Heller, III(1) 412,500 3.3%

Michael R. Eisenson(2) 5,568,425 44.6%

600 Atlantic Avenue, Boston, MA 02210

Tim R. Palmer(2) 5,568,425 44.6%

600 Atlantic Avenue, Boston, MA 02210

Herbert S. Winokur, Jr.(3) 1,309,492 10.5%

72 Cummings Point Road, Stamford, CT 06902

John W. Creighton, Jr. 17,125 *

CH5 33663 Weyerhaeuser Way South

Federal Way, WA 98003

Richard S. Bodman 4,900 *

Lloyd N. Cutler 2,500 *

NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT

Ann Torre Grant(4) 17,800 *

J. Robert Hiner(5) 31,500 *

Linda G. Davenport(6) 85,325 *

Robert M. Greenfield(7) 71,000 *

Charles S. Wilkins, Jr.(8) 31,000 *

Joseph P. Stefan (9) 11,175 *

Joel F. Bonder (10) 3,900 *

Christine Freeland (11) 3,200 *

Eric N. Ross (12) 2,400 *

Jeffrey J. Ochs 200 *

All directors and executive officers as a group

(14 persons)(13) 8,386,942 65.1%

* Less than 1%

(1) Includes 176,250 shares subject to options that are exercisable

currently or within 60 days of the date of this statement and 101,250 shares held in trusts for the benefit of Mr. Heller's children. Mr. Heller disclaims beneficial ownership of the shares in these trusts. The total excludes shares Mr. Heller has the right to acquire pursuant to a performance vesting option.

(2) Includes shares held by Demeter Holdings Corporation, for which

Messrs. Eisenson and Palmer serve as representatives on the Company's Board of Directors. Messrs. Eisenson and Palmer disclaim beneficial ownership of the shares held by Demeter.

(3) Includes all shares held by Capricorn Investors, L.P., for which Mr.

Winokur serves as a representative on the Company's Board of Directors. Mr. Winokur disclaims beneficial ownership of the shares held by Capricorn.

(4) Includes 16,000 shares subject to options that are exercisable