<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) November 20, 1995
------------------------------
Vinland Property Trust
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-8003 94-2432628
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
3878 Oak Lawn, Suite 300, Dallas, Texas 75219
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 522-9910
------------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS.
On November 20, 1995, at its Annual Meeting of Shareholders, the
Shareholders of Vinland Property Trust (the "Trust") approved an amendment to
the Trust's Amended and Restated Declaration of Trust, as amended, which
authorized the Board of Trustees to effect reverse share splits on a pro rata
basis and to redeem for cash any fractional shares outstanding as a result
thereof. A copy of the amendment is filed as an exhibit to this report.
Following the effectiveness of the amendment to the Amended and
Restated Declaration of Trust, the Board of Trustees adopted resolutions
approving and effectuating a one-for-five reverse share split of all of the
Trust's shares of Beneficial Interest on the basis of one new share (a
"Post-Split Share") for each five shares presently outstanding (each an "Old
Share"). Each Post-Split Share, like an existing Old Share, continues to have
no par value and it was not intended that any material differences exist
between an Old Share and a Post-Split Share except that fewer Post-Split Shares
will be outstanding. No future share splits are currently contemplated by the
Board of Trustees.
Based on the 6,960,034 Old Shares outstanding on November 20, 1995,
the one-for-five reverse share split decreased the number of outstanding shares
to 1,392,007 Post-Split Shares (subject to adjustment for elimination of
fractional shares) which now constitutes the amount outstanding. The reverse
share split did not affect any Shareholder's proportionate equity interest in
the Trust, subject to the provision for elimination of fractional shares.
Under the Trust's Rights Agreement, dated as of March 10, 1989, as
amended, each share certificate also represents one Share Purchase Right which,
under the circumstances described therein, entitles its holder to purchase one
share for $12. With the effectuation of the one-for-five reverse share split,
the Share Purchase Rights have been proportionately adjusted so that each new
Post-Split Share certificate also represents one Share Purchase Right which
permits the holder to purchase one Post-Split Share for $60. After the Rights
become exercisable, the holders have the right to buy, for the exercise price,
Post-Split Shares with a market value of twice the exercise price. The Board
of Trustees may redeem the rights in whole, but not in part, at a Post-Split
Share adjusted redemption price equal to $0.05.
No fractional shares are being issued following the reverse share
split. Shareholders who would otherwise be entitled to receive fractional
shares will receive cash in lieu thereof, computed at the average of the mean
high and low bid quotations for the Shares as reported by the NASDAQ
Inter-dealer Quotation System for the ten trading days immediately preceding
the Effective Date of the reverse share split which was December 1, 1995; that
average is $1.01.
Following the effectiveness of the 1-for-5 reverse share split, on
December 1, 1995, the Trust offered to purchase all, but not less than all,
Shares of its Beneficial
-1-
<PAGE> 3
Interest, no par value, of each Shareholder of the Trust holding only 99 or
fewer Post-Split Shares (or less than 500 Old Shares) of the Trust, either of
record or beneficially on December 1, 1995. The Trust will purchase all
Post-Split Shares that are duly tendered prior to 3:00 P.M., New York City
time, on January 31, 1996 (the "Expiration Date") unless extended in writing,
at a price equal to the next closing price of the Trust's Post-Split Shares as
reported by the NASDAQ InterDealer Quotation System on the day on which the
Trust, through its Transfer Agent and Registrar, receives the Letter of
Transmittal, properly completed, signed and validly tendered, with certificates
for Old Shares attached, at the address listed in the Letter of Transmittal.
The Trust will pay all expenses in connection with the sale pursuant to such
offer and a tendering Shareholder will not be required to pay any brokerage
commissions or similar charges. Any Shareholder of such odd-lot Post-Split
Shares who desires to accept the offer as to all shares owned by such
Shareholder will accept such offer on a voluntary basis. A copy of the form of
Offer and related Letter of Transmittal are attached as exhibits to this
Report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith or
incorporated by reference as indicated:
EXHIBIT DESCRIPTION OF EXHIBIT
DESIGNATION
3.4 Amendment No. 2 to Amended and Restated Declaration of
Trust recorded on December 1, 1995, as Instrument No.
95-280172, in the Alameda County Records
21.1 Notice Letter dated December 1, 1995, addressed to the
Shareholders of Vinland Property Trust advising of one-
for-five reverse share split and related matters
21.2 Form Letter of Transmittal for use in surrender of Old
Shares for replacement by certificates representing
Post-Split Shares and payment of fractional interests
21.3 Offer by Vinland Property Trust to purchase Shares of
its Beneficial Interest, no par value (post-split)
made only to Shareholders with 99 or fewer Shares
21.4 Form Letter of Transmittal for use in "odd lot" Offer
-2-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
VINLAND PROPERTY TRUST
(Registrant)
By /s/ KATIE JACKSON
---------------------------------------
Katie Jackson, Vice President and Chief
Accounting Officer
Dated: December 6, 1995
-3-
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
DESIGNATION
3.4 Amendment No. 2 to Amended and Restated Declaration of
Trust recorded on December 1, 1995, as Instrument No.
95-280172, in the Alameda County Records
21.1 Notice Letter dated December 1, 1995, addressed to the
Shareholders of Vinland Property Trust advising of one-
for-five reverse share split and related matters
21.2 Form Letter of Transmittal for use in surrender of Old
Shares for replacement by certificates representing
Post-Split Shares and payment of fractional interests
21.3 Offer by Vinland Property Trust to purchase Shares of
its Beneficial Interest, no par value (post-split)
made only to Shareholders with 99 or fewer Shares
21.4 Form Letter of Transmittal for use in "odd lot" Offer
<PAGE> 1
EXHIBIT 3.4
RECORDING REQUESTED BY
AND MAIL BACK TO:
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED DECLARATION OF TRUST
OF
VINLAND PROPERTY TRUST
(FORMERLY CONSOLIDATED CAPITAL REALTY INVESTORS)
=============================
The Amended and Restated Declaration of Trust dated May 27, 1987 for
VINLAND PROPERTY TRUST (formerly Consolidated Capital Realty Investors),
recorded on July 29, 1987 as Instrument No. 87212436 in the Alameda County
Records, as amended by Amendment No. 1 effective April 13, 1989, recorded on
July 13, 1989 as Instrument No. 89188236 in the Alameda County Records
(collectively the "Declaration of Trust") is hereby amended as follows, such
amendment having been approved by Shareholders holding a majority of the
outstanding Shares of Beneficial Interest entitled to vote thereon at a meeting
held on November 20, 1995:
The following language shall be added to Section 6.1 of the Declaration
of Trust following the existing language of Section 6.1
"The Trustees shall also have the power, in their sole
discretion, to effect reverse share splits on a pro-rata
basis and to redeem for cash any fractional shares out-
standing as a result thereof."
1
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of November 20, 1995.
/s/ WILLIAM S. FRIEDMAN
----------------------------
WILLIAM S. FRIEDMAN, Trustee
/s/ JOHN A. DOYLE
----------------------------
JOHN A. DOYLE, Trustee
----------------------------
MICHAEL E. SMITH, Trustee
/s/ WILLIE K. DAVIS
----------------------------
WILLIE K. DAVIS, Trustee
/s/ CHESTER BECK
----------------------------
CHESTER BECK, Trustee
2
<PAGE> 3
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 29th day of November, 1995, before me, the undersigned Notary
Public in and for the County and State of New York, duly commissioned and
sworn, personally appeared JOHN A. DOYLE and WILLIAM S. FRIEDMAN, each known to
me to be the persons whose names are subscribed to the foregoing written
instrument, and acknowledged to me that they each executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State of New York, the day and year above written.
/s/ DAVID E. MILLER
----------------------------------------------
Notary Public in and for the State of New York
My Commission Expires:
------------------------
[NOTARY STAMP]
STATE OF ______________ )
) SS.:
COUNTY OF _____________ )
On this ____ day of November, 1995, before me, the undersigned Notary
Public in and for the County and State of ______________________, duly
commissioned and sworn, personally appeared MICHAEL E. SMITH, known to me to be
the person whose name is subscribed to the foregoing written instrument, and
acknowledged to me that he each executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State of_______________ , the day and year above written.
----------------------------------------------
Notary Public in and for the State of
-------------------------------------
My Commission Expires:
------------------------
3
<PAGE> 4
STATE OF TENNESSEE )
) SS.:
COUNTY OF DAVIDSON )
On this 29th day of November, 1995, before me, the undersigned Notary
Public in and for the County and State of Tennessee, duly commissioned and
sworn, personally appeared WILLIE K. DAVIS, known to me to be the person whose
name is subscribed to the foregoing written instrument, and acknowledged to me
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State of Tennessee, the day and year above written.
/s/ CARRI MOSS
----------------------------------------------
Notary Public in and for the State of
Tennessee
-------------------------------------
[NOTARY SEAL]
My Commission Expires: [NOTARY STAMP]
------------------------
STATE OF FLORIDA )
) SS.:
COUNTY OF PALM BEACH )
On this 29th day of November, 1995, before me, the undersigned Notary
Public in and for the County and State of Palm Beach FL., duly commissioned and
sworn, personally appeared CHESTER BECK, known to me to be the person whose
name is subscribed to the foregoing written instrument, and acknowledged to me
that he each executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State of Palm Beach FL., the day and year above written.
/s/ JAMES MORIARTY
----------------------------------------------
Notary Public in and for the State of
Tennessee
[NOTARY SEAL] -------------------------------------
My Commission Expires: 11/15/99
------------------------
4
<PAGE> 1
EXHIBIT 21.1
[VINLAND PROPERTY TRUST LETTERHEAD]
December 1, 1995
NOTICE OF EFFECTIVE DATE OF 1-FOR-5 REVERSE SHARE SPLIT
To Holders of Certificates for Shares of
Beneficial Interest, no par value, of
Vinland Property Trust
On November 20, 1995, at its Annual Meeting of Shareholders, the
Shareholders of Vinland Property Trust (the "Trust") approved an amendment to
the Trust's Amended and Restated Declaration of Trust, as amended, which
authorized the Board of Trustees to effect reverse share splits on a pro rata
basis and to redeem for cash any fractional shares outstanding as a result
thereof. Following the effectiveness of the amendment to the Amended and
Restated Declaration of Trust by filing in the Office of the Alameda County
(California) Recorder of Deeds, resolutions of the Board of Trustees became
effective which approved and effectuated a 1-for-5 reverse share split
effective at the close of business on December 1, 1995, of all of the Trust's
Shares of Beneficial Interest on the basis of one new share (a "Post-Split
Share") for each five shares presently outstanding (each an "Old Share"). Each
Post-Split Share, like an Old Share, continues to have no par value and it was
not intended that any material differences exist between an Old Share and a
Post-Split Share except that fewer Post-Split Shares will be outstanding.
Based on the 6,960,034 Old Shares outstanding on November 20, 1995,
the 1-for-5 reverse share split decreased the number of outstanding shares to
1,392,007 Post-Split Shares (subject to adjustment for elimination of
fractional shares) which now constitutes the amount outstanding. The reverse
share split did not affect any shareholder's proportionate equity interest in
the Trust, subject to the provision for elimination of fractional shares.
Until surrender for transfer, the certificate(s) for Old Shares you
presently hold will also represent the decreased number of Post-Split Shares.
There is no urgency to surrender your current certificate(s) which will be
transferred if you should sell them in the near future. Certificates
representing the Post-Split Shares to which you are entitled will be
distributed (together with any cash representing fractional shares) upon
surrender of your Old Share certificates to American Stock Transfer and Trust
Company, the Transfer Agent for the Trust. To obtain the appropriate
certificates to which you are entitled and any cash payments for any fractional
shares, you must fully complete the
<PAGE> 2
Page 2
Holders of Shares of Beneficial Interest
December 1, 1995
enclosed Letter of Transmittal and forward it, with your certificates
representing Old Shares, to American Stock Transfer and Trust Company in
accordance with the instructions contained in the Letter of Transmittal.
Questions and requests for assistance may directed to, or additional
copies of the Letter of Transmittal may be obtained from, the Investor
Relations Department of the Trust at (214) 522-5172 or American Stock Transfer
and Trust Company at (718) 921-8200.
Very truly yours,
William S. Friedman, Chief Executive Officer,
Vinland Property Trust
<PAGE> 1
EXHIBIT 21.2
[VINLAND PROPERTY TRUST LETTERHEAD]
LETTER OF TRANSMITTAL
Accompanying certificate(s) representing Shares of Beneficial Interest, no par
value ("Old Shares"), for replacement by certificate(s) representing certain
Shares of Beneficial Interest, no par value ("Post-Split Shares")
PLEASE RETURN BY MAIL OR BY HAND TO:
American Stock Transfer & Trust Company
Transfer Agent, Vinland Property Trust
40 Wall Street, 46th Floor
New York, New York 10005
Telephone: (718) 921-8200
Please read the instructions beginning on the reverse side hereof
Ladies and Gentlemen:
In connection with the one-for-five reverse split of Vinland Property
Trust's Old Shares, enclosed are the below-described certificate(s)
representing Old Shares. Please send the certificate(s) representing the
number(s) of Post-Split Shares to which I may be entitled.
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
CERTIFICATE(S) PRESENTED
- ----------------------------------------------------------------------------------------------------------------------
Name(s) of Record Holder(s) Certificate Number of
(Exactly as appears on certificate(s)) Number(s) Shares
- ----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
Total Shares
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if certificate(s) and the check representing the cash payment in lieu of a fractional
Post-Split Share, if any, are to be mailed to the record holder(s) at other than their record address. Use "Change
of Address Instructions" box on the reverse side hereof to change record address permanently.
Mail new certificate(s) and such check to:
Name:
---------------------------------------------------------------------------------------------------------------
(Please Print)
Address:
------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
City and State:
-----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(Zip Code)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
ISSUE IN DIFFERENT NAME INSTRUCTIONS
- ----------------------------------------------------------------------------------------------------------------------
To be completed ONLY if the certificate representing Post-Split Shares and the check representing the cash
payment in lieu of a fractional Post-Split Share, if any, are to be issued in a name different from the name
printed in the box on the cover of this Letter of Transmittal (see Instruction 6).
Name:
---------------------------------------------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------------------------------------
Social Security or other Taxpayer Identification Number:
------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
CHANGE OF ADDRESS INSTRUCTIONS
To be completed ONLY if the present record address of the record owner(s) is to be changed and the
certificate(s) and the check representing the cash payment in lieu of a fractional Post-Split Share, if any, are to
be mailed to such new address. Do not use to change record holder(s).
Register address of present holder(s) as and mail new certificate(s) and such check to:
Address:
------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
City and State:
-----------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
(Zip Code)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
NOMINEE'S INSTRUCTIONS
To be completed ONLY if a certificate registered in a broker's "street" or other nominee name represents
several beneficial ownerships. (See Instruction 4).
Certificate No. __________________ submitted herewith for __________ Old Shares represents separate beneficial
ownerships of Old Shares by ______________ different beneficial owners.
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
SIGNATURE
By my signature below, I represent that I have full power and authority to present the above-described
certificate(s) and to give the above instructions, and that I have good encumbered title tot he Old Shares
represented by said certificate(s), free and clear of liens, charges and adverse claims (See Instruction 2).
Dated: , 19 Tel No: ( )
------------------------------------ ---------------------------------------------
Please Sign Here:
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Must be signed by record owner(s), exactly as name(s) appear(s) on certificate(s). (Label affixed above shows
holder's name as it appears on the Transfer Agent's records.)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See below for instructions
INSTRUCTIONS
1. DELIVERY. This Letter of Transmittal must be properly
completed, signed by the record owner(s), and delivered with the certificate(s)
representing Old Shares to American Stock Transfer & Trust Company, 40 Wall
Street, New York, New York 10005. The method of delivery is at the option and
risk of the Shareholder. Risk of loss of such certificate(s) passes only upon
proper delivery. If delivery is by mail, insured registered mail, return
receipt requested, is suggested. The certificate(s) representing Post-Split
Shares will be mailed to the Shareholder's present record address, unless the
Special Delivery Instructions, the Issue in Different Name Instructions or the
Change of Address Instructions is completed.
2. SIGNATURE ON LETTER OF TRANSMITTAL. The Letter of Transmittal
should be signed exactly as the name(s) appear on the fact of the
certificate(s). If you have certificates representing Old Shares registered in
different names, submit a separate Letter of Transmittal for each different
registration. If certificate(s) are registered in the names of two or more
joint owners, all joint owners should sign the Letter of Transmittal. If a
trustee, executor, administrator, guardian, attorney-in-fact or another acting
in a fiduciary or representative capacity signs the Letter of Transmittal,
please indicate your capacity when signing. If a corporation, sign in full
corporate name by President or other authorized officer. If a partnership,
sign in partnership name by an authorized person.
3. FRACTIONAL SHARES. Settlement of fractional Post-Split Shares
will be made by check. No certificates for fractional Post-Split Shares will
be issued.
4. NOMINEE'S HOLDINGS. (This instruction is applicable only to
brokers or "street" name registrations, and nominee holders.) Each beneficial
ownership represented by a certificate registered in a broker's, "street" or
other nominee's name will be separately treated in computing fractional
interests if the Nominee's Instructions are completed. A separate Letter of
Transmittal and Nominee's Instructions should be submitted with each
certificate representing a different beneficial ownership which is to be
separately traded in computing fractional interest. Submission of a Letter of
Transmittal with the Nominee's Instructions completed will constitute the
record Shareholder's representation that the beneficial ownership information
shown therein is accurate.
5. INADEQUATE SPACE. If the space provided in this Letter of
Transmittal is inadequate, please provide any additional information on a
separate page.
<PAGE> 3
6. ENDORSEMENT OF CERTIFICATES
(a) If the new certificates and check, if any, are to be
issued in the name(s) of the holder(s) of the surrendered
certificates, the surrendered certificates need not be endorsed.
(b) If either the new certificates or check, if any, are
to be issued in a name different from that on the surrendered
certificates, the surrendered certificates must be endorsed or
accompanied by an appropriate stock power, with signatures guaranteed
by a member of a registered national securities exchange or the
National Association of Securities Dealers, Inc. or by a commercial
bank or trust company in the United States.
(c) Endorsements by trustees, executors, administrators,
guardians, officers of corporations, attorneys-in-fact, or others
acting in a fiduciary or representative capacity must include the full
title of the endorser in such capacity and must be accompanied by
proper evidence of the signer's authority to act, satisfactory to
Income Opportunity Realty Trust and American Stock Transfer & Trust
Company.
7. SUBSTITUTE FORM W-9. A person surrendering certificate(s)
representing Old Shares required to provide the Transfer Agent with a correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is
provided on the reverse side hereof, unless an exemption applies. In the event
of any failure to provide the information on the Substitute Form W-9, payments
made to such person of the amounts due for the certificate(s) may be subjected
to 31% federal income tax withholding. The TIN for an individual is his social
security number. The box in Part 2 of the Substitute Form W-9 may be checked
(and related Certificate completed) if the person surrendering certificate(s)
has not been issued a TIN and has applied for a number or intends to apply for
a number in the near future. If the box in Part 2 is checked and the transfer
Agent is not provided with a TIN within 60 days, the Transfer Agent will
withhold 31% of all payments thereafter until a TIN is provided to the Transfer
Agent and the shareholder may be subject to a $50 penalty imposed by the
Internal Revenue Service.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions and requests for assistance may be directed to, or additional copies
of this Letter of Transmittal may be obtained from, the Investor Relations
Department of Vinland Property Trust at (214) 522-5172 or the American Stock
Transfer & Trust Company at (718) 921-8200.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder is required to provide the
Transfer Agent with such shareholder's correct TIN on Substitute Form W-9 on
the reverse side hereof. If such shareholder is an individual, the TIN is his
social security number. The block or box Awaiting Taxpayer Identification
Number should be completed if the shareholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If
the Transfer Agent is not provided with the correct TIN, the shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such shareholder pursuant to the reverse share split
may be subject to backup withholding.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that shareholder must submit a statement, signed under
penalties of perjury attesting to that individual's exempt status. Such
statements may be obtained from the Transfer Agent. See the enclosed
Guidelines for Certification on Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies, the Transfer Agent is required to
withhold 31% of any payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding on payments that are
made to a shareholder pursuant to the reverse share split, the shareholder is
required to notify the Transfer Agent of his correct TIN by completing the
Substitute Form W-9 below certifying that the TIN provided on the Substitute
Form W-9 is correct (or that such shareholder is awaiting a TIN) and that (i)
the shareholder has not been notified by the Internal Revenue Service that he
or she is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the Internal Revenue Service has notified the
shareholder that he or she is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE TRANSFER AGENT
The shareholder is required to give the Transfer Agent the social
security number or employer identification number of the record owner of the
Old Shares. If the Old Shares are in more than one name or are not in the name
of the actual
<PAGE> 4
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME:
---------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security Number
Form W-9 THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW or
----------------------------------
Employer Identification Number
---------------------------------------------------------------------------------
Part 2--Awaiting TIN [ ]
---------------------------------------------------------------------------------
Department of the Treasury CERTIFICATION--Under penalties of perjury, I certify that:
Internal Revenue Service (1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup
- --------------------------------------- withholding because of underreporting interest or dividends on your tax
Payer's Request for Taxpayer return.
Identification Number ("TIN")
Name as shown on account. (If joint account, list first and circle the
name of the person or entity whose number you entered in Part 1 above.)
------------------------------------------------------------------------------
Address
------------------------------------------------------------------------------
City/State/Zip Code
SIGNATURE DATE
----------------------------------- ---------------------------
- -----------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE REVERSE SIDE SPLIT. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IS YOU CHECKED THE BOX IN
PART 2 OF SUBSTITUTE FORM W-9
- -----------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer identification number within
sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number.
- -------------------------------------------------------- -------------------------------------------------------
SIGNATURE DATE
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 21.3
OFFER BY
VINLAND PROPERTY TRUST
TO PURCHASE SHARES OF ITS
BENEFICIAL INTEREST, NO PAR VALUE
MADE ONLY TO SHAREHOLDERS
WITH AGGREGATE HOLDINGS OF
99 OR FEWER SHARES
-------------------------
Date of offer . . . . . . . . . . . . . . . . . . . . . . . . . December 1, 1995
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . December 1, 1995
Date of Expiration of Offer . . . . . . . . . . . . . . . . . . . . . .3:00 P.M.
New York City Time
January 31, 1996
Purchase Price per Share . . . . . . . . . . . . . . . . . . . . . Next Closing
Price on
Date Received
-------------------------
Vinland Property Trust, a California real estate investment trust (the
"Trust") with its principal executive offices located at 3878 Oak Lawn Avenue,
Suite 300, Dallas, Texas 75219, hereby offers to purchase all, but not less
than all, shares of its Beneficial Interest, no par value (the "Shares"), of
each Shareholder of the Trust holding only 99 or fewer Shares (or less than 500
Shares before giving effect to a 1-for-5 reverse share split which became
effective at the close of business on December 1, 1995) of the Trust, either of
record or beneficially, on December 1, 1995 (the "Offer"). All information set
forth in the Offer has been adjusted to give effect to a 1-for-5 reverse share
split which became effective December 1, 1995, unless otherwise stated below.
A new share is referred to as a "Post-Split Share;" a share outstanding prior
to the reverse split is referred to as an "Old Share."
While the Trust appreciates your continuing interest and investment,
the Trust is making the Offer to reduce future servicing costs, including
printing and mailing of quarterly and annual reports, proxy materials and other
communications, which are relatively high for small accounts and burdensome for
the Trust. The Trust believes that the cost saving will benefit both the Trust
and its remaining Shareholders. The Offer will allow the Shareholders who hold
a limited number of Shares the opportunity to sell without incurring the
disproportionately high expense involved in selling a small number of shares in
normal brokerage transactions.
<PAGE> 2
PRICE. The Trust will purchase all Post-Split Shares that are duly
tendered (as set forth below) at a price equal to the next closing price of the
Trust's Post-Split Shares as reported by the NASDAQ Interdealer Quotation
System on the day on which the Trust, through its Transfer Agent and Registrar,
receives the Letter of Transmittal, properly completed, signed and validly
tendered with certificates for Old Shares attached at the address listed in the
Letter of Transmittal. The Trust will pay all expenses in connection with the
sale and you will not be required to pay any brokerage commissions or similar
charges.
NUMBER OF SHARES AND EXPIRATION DATE. The Offer expires at 3:00 P.M.,
New York City time, on January 31, 1996 (the "Expiration Date"), unless the
Trust notifies Shareholders in writing of termination thereof prior to that
date or unless further extended by the Trust. The Trust will purchase all
Shares that are validly tendered. Partial tenders will not be accepted. The
Trust may, at its election, extend the Offer. The Trust reserves the right to
extend, amend and/or terminate the offer at any time as well as the right to
reject or waive any irregularities of any transmittal not in proper order. The
Offer is not being made to, nor will the Trust accept tenders from, any
Shareholder in any jurisdiction in which the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction.
BENEFICIAL OWNERSHIP. Holders of Shares held in street name may
request that the record holders tender the Shares beneficially owned by them.
The record owner must represent that (i) only Shares owned by beneficial
holders of 99 or fewer Post-Split Shares (less than 500 Old Shares) are being
tendered and (ii) the tender includes all Shares held by such record owner for
the account of each beneficial owner for whom Shares are being tendered.
TAX CONSEQUENCES OF TENDER. A tender of Post-Split Shares pursuant to
the Offer and the Trust's purchase of such Post-Split Shares will be a taxable
transaction. Each Shareholder may wish to consult his own selection of tax
advisor to determine the tax consequences of his tender.
INFORMATION CONCERNING SHARE PRICES, THE TRUST AND THE OFFER. As a
Shareholder of record of the Trust, you have been furnished with a copy of the
Trust's Annual Report to Shareholders which contains audited financial
statements and other information concerning the business and operations of the
Trust. Shareholders have also recently received a copy of the Trust's Notice
of Annual Meeting of Shareholders and related Proxy Statement, each dated
October 18, 1995, with respect to an Annual Meeting of Shareholders held on
November 20, 1995. Beneficial holders of Post-Split Shares should have been
furnished a copy of such Annual Report and Proxy Statement by their principals.
The Post-Split Shares are traded in the over-the-counter market, NASDAQ trading
-2-
<PAGE> 3
symbol "VIPTS." On November 30, 1995, the high and low bid prices of Old
Shares, as reported by the National Association of Securities Dealers, Inc.,
were $1.00 and $1.00. Additional information concerning the Share prices
(prior to a 1-for-5 reverse share split of all of the Trust's Shares occurring
on December 1, 1995), is set forth in the Proxy Statement dated October 18,
1995, which was furnished to all Shareholders. As of December 1, 1995, the
effective date of the 1-for-5 reverse share split, no price quotations for
Post-Split Shares are available. Any Shareholder may request additional
information concerning the Offer and other information which may be reasonably
requested by writing to the Trust at 3878 Oak Lawn Avenue, Suite 300, Dallas,
Texas 75219, attention: Investor Relations.
Each eligible Shareholder must decide for himself whether to tender
his Shares pursuant to the Offer or to continue to hold his Shares. The Trust
does not make any recommendation that Shareholders tender or refrain from
tendering their Shares and no one has been authorized to make any such
recommendation. There is no requirement that you accept the Offer.
ACCEPTANCE OF OFFER AND PAYMENT FOR SHARES. In order to participate
in, and accept, the Offer, follow carefully the instructions on the enclosed
Letter of Transmittal.
Also enclosed is a pre-addressed envelope for use in forwarding to the
Trust's agent, American Stock Transfer and Trust Company, the certificate(s)
representing Shares and the Letter of Transmittal signed in accordance with the
instructions thereon. Please do not endorse your certificate(s) representing
Shares. The enclosed Letter of Transmittal, properly signed, will act as a
power of attorney to enable the Trust's agent to transfer the Shares. It is
recommended that certificates with the Letter of Transmittal be sent by
registered or certified mail.
Payment for all Post-Split Shares duly tendered and purchased pursuant
to the Offer will be made as soon as practicable after receipt of each Letter
of Transmittal, duly completed, and related certificate(s) representing Shares
by the Trust's agent. If the certificate(s) has been lost or destroyed, the
Trust will accept your statement of lost or destroyed certificate set forth in
the Letter of Transmittal in lieu of delivery of the certificate(s).
All questions as to the validity, form, eligibility and acceptance of
any tender of Shares will be determined by the Trust and such determination
will be final and binding.
If you need help in completing the Letter of Transmittal, have any
questions, or require copies of other material, please call the following, at
the telephone number listed, and advise that you are calling in reference to
the Vinland Property Trust
-3-
<PAGE> 4
Offer. They will be happy to help you and will provide you with information,
free of charge.
American Stock Transfer and Trust Company
40 Wall Street, 46th Floor
New York NY 10005
Attn: Shareholders Relations
(718) 921-8200
THIS OFFER IS NOT BEING MADE TO, NOR WILL THE TRUST ACCEPT TENDERS FROM, ANY
SHAREHOLDER IN ANY JURISDICTION WHICH THE OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OF SUCH JURISDICTION.
VINLAND PROPERTY TRUST
-4-
<PAGE> 1
EXHIBIT 21.4
<TABLE>
<S> <C>
LETTER OF TRANSMITTAL FOR SHARES OF
BENEFICIAL INTEREST OF VINLAND PROPERTY TRUST
- ------------------------------------------------------------------------------------------------------------------------
IMPORTANT INSTRUCTIONS FOR ACCEPTING THE OFFER:
(1) ATTACH YOUR UNSIGNED CERTIFICATE(S) TO THIS LETTER OF TRANSMITTAL
(2) COMPLETE EACH SECTION BELOW MARKED WITH AN X
(3) RETURN THIS FORM WITH YOUR ATTACHED CERTIFICATE(S)
IN THE ENCLOSED RETURN ENVELOPE TO:
By Mail By Hand:
AMERICAN STOCK TRANSFER AND TRUST COMPANY AMERICAN STOCK TRANSFER AND TRUST COMPANY
40 WALL STREET 40 WALL STREET
46TH FLOOR 46TH FLOOR
NEW YORK, NY 10005 NEW YORK, NY 10005
(If mailed, suggest registered or certified mail, return receipt requested.)
(4) IF YOU NEED ASSISTANCE, PLEASE CALL 1-718-921-8200
(5) IF YOU CANNOT LOCATE YOUR CERTIFICATE(S), PLEASE FILL IN, SIGN AND DATE THE
AFFIDAVIT ON THE REVERSE SIDE OF THIS LETTER AND HAVE YOUR SIGNATURE NOTARIZED.
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATES TRANSMITTED
- ------------------------------------------------------------------------------------------------------------------------
Name and Address of
Registered Holder Number of Shares Certificate(s)
(Complete or Correct as Required) Held in this Account (Attach additional list if necessary)
- ------------------------------------------------------------------------------------------------------------------------
X Certificate(s) Enclosed
- ------------------------------------------------------------------------------------------------------------------------
Certificate Number of
Number Shares
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
Total Shares
---------------------------------------------
NOTE: IF NECESSARY, PLEASE CORRECT THE ABOVE ADDRESS LABEL IN INK.
Gentlemen:
The undersigned hereby tenders to American Stock Transfer and Trust Company as Agent (the "Agent") for Vinland
Property Trust, a California real estate investment trust (formerly Consolidated Capital Realty Investors) (the
"Trust"), the above-described certificate(s) representing shares of Beneficial Interest, no par value per share (the
"Shares"), of the Trust, pursuant to the Offer by the Trust to purchase all, but not less than all, of the Shares from
record or beneficial owners of 99 or fewer Shares, as contained in the Trust's Offer dated December 1, 1995 (the
"Offer"), receipt of which is hereby acknowledged. If the Shares tendered hereby are held in street name, the
undersigned represents that (i) only Shares owned by beneficial holders of 99 or fewer shares are being tendered and
(ii) the tender includes all Shares held by such record owner for the account of each beneficial owner for whom Shares
are being tendered.
Subject to payment of the Purchase Price per Share set forth in the Offer, the undersigned hereby sells, assigns
and transfers to the Trust the above Shares and hereby constitutes and appoints American Stock Transfer and Trust
Company his true and lawful attorney, to transfer these Shares on the books of the Trust. This tender is irrevocable
and the undersigned, and each of them, warrants that the undersigned, and each of them, has full authority to transfer
and sell these Shares, and that the Trust will acquire good and marketable title to such Shares, free and clear of all
liens and encumbrances. The undersigned, and each of them, understands that all questions as to validity, form,
eligibility, time of acceptance and similar questions will be determined by the Trust and the undersigned, and each of
them, agrees that the Trust's determination shall become final and binding. All authority herein conferred shall
survive the death of incapacity of the undersigned and all obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives and assigns of the undersigned.
PLEASE DATE AND SIGN HERE AND ON
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEARS ON THE LABEL AFFIXED TO THE FORM W-9 BELOW:
THIS LETTER OF TRANSMITTAL. EACH JOINT OWNER MUST SIGN; IF ONE OR
MORE OWNERS ARE DECEASED, THE SURVIVOR(S) MUST SIGN AND ENCLOSE THE
DECEASED'S DEATH CERTIFICATE. IF YOU ARE SIGNING FOR SOMEONE ELSE, Date:
----------------------------------------
YOU MUST ENCLOSE DOCUMENTATION WITH THE LETTER OF TRANSMITTAL
CERTIFYING YOUR AUTHORIZATION TO SIGN. IT IS NOT NECESSARY TO SIGN
THE STOCK CERTIFI-CATE. X
-------------------------------------------
Authorized Signature
X( )
----- --------------------------------------------------------------
Day or Work Telephone Number
X
-------------------------------------------
Authorized Signature
PLEASE PROVIDE YOUR SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER ON THE SUBSTITUTE FORM W-9 AND CERTIFY
THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. FAILURE TO DO SO WILL SUBJECT YOU TO 20 PERCENT FEDERAL INCOME
TAX WITHHOLDING FROM YOUR PROCEEDS
- ------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I - Taxpayer Identification No. - For all Accounts Part II - For Payees Exempt
FORM W-9 From Backup
Withholding
-----------------------------
Department of the Treasury Enter your taxpayer identification
Internal Revenue Service number in the appropriate box. For most ----------------------------------------------------
individuals, this is your social Social Security Number
security number ----------------------------------------------------
Payer's Request for OR
Taxpayer Identification No. ----------------------------------------------------
Employer Identification Number
----------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Certificates -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer identification Number (or I am waiting for a number to be issued
to me), and
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service ("IRS")
that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has
notified me that I am no longer subject to backup withholding.
Certification instructions -- You must cross out item (2) above if you have been notified by the IRS that you are subject
to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified
by IRS that you were subject to backup withholding you received another notification from IRS that you are no longer
subject to backup withholding, do not cross out item (2) but instead attach a copy of the IRS certification that you are no
longer subject to backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------
SIGNATURE Date
------------------------------------------------ -----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
INSTRUCTIONS FOR TENDERING THE SHARES
(1) This Letter of Transmittal should be properly completed, dated
and signed by the registered holder(s) of the certificate(s) for the Shares or
the agent of such holder and, TOGETHER WITH SUCH CERTIFICATE(S), mailed or
delivered to American Stock Transfer and Trust Company, as Agent, at the
appropriate address shown on the front hereof. The method of delivery of the
certificate(s) to the Agent is at the option and risk of the owner thereof. If
the certificate(s) are forwarded by mail, the use of registered or certified
mail is recommended.
(2) If the Letter of Transmittal is signed by a corporation or by
a person acting in a fiduciary or other representative capacity, proper evidence
in form satisfactory to the Agent of the authority of the person signing the
Letter of Transmittal to assign, sell and transfer such shares should be
forwarded with the surrendered certificate(s).
(3) Certain payers generally must withhold and remit to the
Internal Revenue Service 31% of taxable interest, dividend, and certain other
payments if you fail to furnish such payers with your correct taxpayer
identification number (this is referred to as "backup withholding"). For most
individual taxpayers, the taxpayer identification number is the same as their
social security number. To avoid backup withholding, be sure to indicate on
this Letter of Transmittal your correct taxpayer identification number and
properly certify that you are not subject to backup withholding under Section
3406(a)(1)(C) of the Internal Revenue Code.
You are subject to backup withholding if:
(a) You fail to furnish your taxpayer identification
number to this payer, or
(b) The Internal Revenue Service notifies this payer that
you furnished an incorrect taxpayer identification number, or
(c) You are notified that you are subject to backup
withholding under Section 3406(a)(1)(C) of the Internal Revenue Code,
or
(d) If you purchased your Shares after December 31, 1983,
you fail to certify to this payer that you are NOT subject to backup
withholding under (c) above, or fail to certify your taxpayer
identification number.
(4) If the certificate(s) for the Shares has been lost or
destroyed, you may accept the Offer by signing the statement below. The Trust
will accept your statement in lieu of delivery of your certificates.
(5) All inquiries with respect to the surrender of certificates
should be made to American Stock Transfer and Trust Company, 40 Wall Street,
46th Floor, New York, New York 10005, Attention: Shareholder Relations, or phone
inquires may be directed to (718) 921-8200.
================================================================================
THIS AFFIDAVIT TO BE COMPLETED AND NOTARIZED
ONLY IF YOU CANNOT LOCATE YOUR CERTIFICATE(S)
AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S)
STATE OF NAME AND ADDRESS
----------------- ------------------------------------
COUNTY OF CITY/STATE/ZIP
---------------- --------------------------------------
CERTIFICATE NUMBER(S)* ___________, for ___________ share(s) of Beneficial
Interest (the "Shares") of Vinland Property Trust.
The undersigned person(s), being first duly sworn, deposes and says that:
I am the lawful owner of the above described certificate(s) and Shares. The
certificate(s) has not been endorsed, cashed, negotiated, transferred, assigned
or otherwise disposed of. I have made a diligent search for the certificate(s)
and have been unable to find it, and make this Affidavit for the purpose of
inducing the liquidation of the certificate(s) without surrender of the
certificate(s), and the sale of the Shares represented thereby, and hereby agree
to surrender the certificate(s) for cancellation should I, at any time, find the
certificate(s). I, in consideration of the proceeds of the sale of the Shares
represented by the certificate(s), agree to completely indemnify , protect and
save harmless Vinland Property Trust and American Stock Transfer and Trust
Company, and any other party to the transaction (the "Obligees"), from and
against all loss, costs and damages, including court costs and attorneys' fees,
which they may be subject to or liable for in respect of the cancellation and
replacement of the certificate(s), the sale and purchase of Shares represented
thereby and the distribution of the proceeds of the certificate(s). The rights
accruing to the Obligees under the preceding sentences shall not be limited by
the negligence, inadvertence, accident, oversight or breach of any duty or
obligations on the part of the Obligees or their respective officers, employees
and agents, or their failure to inquire into, contest, or litigate any claim,
whenever such negligence, inadvertence, accident, oversight, breach or failure
may occur or have occurred.
PLEASE ALSO SIGN THE FRONT
OF THE LETTER OF TRANSMITTAL
Signed, sealed and delivered by Affiant on this ____________ day of
______________________, 199__.
Signature of Affiant (Shareholder)
--------------------------------------------
Signature of Co-Affiant (Co-Shareholder)
--------------------------------------
On this __________________ day of __________________________, before me
personally appeared ______________________________________ known to me to be the
individual(s) who executed the foregoing instrument, and being duly sworn, did
depose and say that the statements contained therein are true.
(Affix Notarial Seal)
My commission expires Signature of Notary Public
------------ -----------------
- ----------------------------------
* If you do not have a record of your certificate number(s),
leave line blank. These numbers will be researched. This research
might cause a delay in the sale of your Shares.
