<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996 Commission file number 0-13693
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Massachusetts 13-6850434
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3111 Paces Mill Road, Suite A-200, Atlanta, GA 30339
- ---------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 984-9500
-------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Shares of Beneficial Interest outstanding at June 30, 1996: 8,645,000
<PAGE> 2
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
INDEX OF FINANCIAL INFORMATION
PART I FINANCIAL INFORMATION........................................ PAGE
- ------ --------------------- ----
Item 1 Financial Statements
Consolidated Balance Sheets at June 30, 1996 (unaudited)
and December 31, 1995........................................... 3
Consolidated Statements of Operations (unaudited) for the
three and six months ended June 30, 1996 and 1995............... 4
Consolidated Statements of Shareholders' Equity for the
year ended December 31, 1995 and the six months
ended June 30, 1996 (unaudited)................................. 5
Consolidated Statements of Cash Flows (unaudited)
for the six months ended June 30, 1996 and 1995................. 6
Notes to Consolidated Financial Statements...................... 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 10
PART II OTHER INFORMATION/SIGNATURE
- ------- ---------------------------
Item 4 Submission of Matters to a Vote of Security Holders............ 13
Item 6 Exhibits and Reports on Form 8-K............................... 13
Signature Page................................................. 14
<PAGE> 3
<TABLE>
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1996 1995
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Real estate investments:
Mortgage loans receivable, net of valuation allowance
of $895,000 at December 31, 1995 (note 2) $ 0 $ 700,000
Real estate assets:
Real estate assets, less accumulated depreciation of
$412,632 and $374,523 at June 30, 1996 and
December 31, 1995 respectively (note 3) 10,996,986 2,362,269
------------ ------------
10,996,986 3,062,269
Cash and cash equivalents 209,825 18,470,031
Cash escrows 231,633 0
Interest receivable and other assets 249,427 346,057
Deferred financing fees 224,426 0
------------ ------------
Total Assets $ 11,912,297 $ 21,878,357
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 444,051 $ 301,358
Notes Payable 8,960,104 0
Due to affiliate 0 292,887
------------ ------------
9,404,155 594,245
------------ ------------
Shareholder's equity:
Shares of beneficial interest, without par value,
unlimited shares authorized, 8,645,000 shares issued
and outstanding 36,973,249 36,973,249
Cumulative earnings 38,154,372 38,689,392
Cumulative distributions (72,619,479) (54,378,529)
------------ ------------
2,508,142 21,284,112
------------ ------------
Total Liabilities and Shareholders' Equity $ 11,912,297 $ 21,878,357
============ ============
</TABLE>
See accompanying notes
3
<PAGE> 4
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
-------------------------- --------------------------
1996 1995 1996 1995
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
REVENUES
Interest income $ 639 $ 321,152 $ 91,903 $ 607,899
Income from partnership (note 4) 0 428,049 0 854,842
Rental income 168,642 151,121 329,622 340,639
Loan commitment fees 0 5,974 0 11,224
Miscellaneous income 0 0 141,229 0
---------- ----------- ---------- -----------
169,281 906,296 562,754 1,814,604
---------- ----------- ---------- -----------
EXPENSES
Investment advisor's fee 0 82,095 333,461 140,853
Trustees' fees and expenses 1,128 18,375 43,294 34,875
Professional fees 160,392 138,583 378,690 148,159
Other operating expenses 61,040 57,262 165,656 97,935
Property operating expenses 53,919 65,197 108,973 187,202
Depreciation and amortization 20,151 79,393 40,900 170,027
---------- ----------- ---------- -----------
296,630 440,905 1,070,974 779,051
---------- ----------- ---------- -----------
Income (loss) before sale of real estate investment (127,349) 465,391 (508,220) 1,035,553
---------- ----------- ---------- -----------
GAIN AND LOSS ON REAL ESTATE
Gain (loss) on sale of real estate investment (notes 2 & 3) 0 (16,623) (26,800) 152,825
Allowance to reduce mortgage receivable to
fair market value 0 (1,647,000) 0 (1,647,000)
---------- ----------- ---------- -----------
0 (1,663,623) (26,800) (1,494,175)
---------- ----------- ---------- -----------
Net loss $ (127,349) $(1,198,232) $ (535,020) $ (458,622)
========== =========== ========== ===========
EARNINGS PER SHARE
Income (loss) before sale of real estate investment $ (0.01) $ 0.05 $ (0.06) $ 0.12
Gain (loss) on sale of real estate investment 0.00 (0.19) 0.00 (0.17)
---------- ----------- ---------- -----------
Net loss $ (0.01) $ (0.14) $ (0.06) $ (0.05)
========== =========== ========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES 8,645,000 8,645,000 8,645,000 8,645,000
========== =========== ========== ===========
</TABLE>
See accompanying notes
4
<PAGE> 5
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the year ended December 31, 1995 and the six months ended June 30, 1996
(unaudited)
<CAPTION>
Shares of Total
beneficial Cummulative Cummulative shareholders'
interest earnings distributions equity
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1994 $ 50,200,591 $38,110,846 $(54,378,529) $ 33,932,908
Net Income 0 578,546 0 578,546
Distributions to shareholders
(1.53 per share return of capital
on a federal income tax basis) (13,227,342) 0 0 (13,227,342)
------------ ----------- ------------ ------------
BALANCE AT DECEMBER 31, 1995 36,973,249 38,689,392 (54,378,529) 21,284,112
Net Loss 0 (535,020) 0 (535,020)
Distributions to shareholders 0 0 (18,240,950) (18,240,950)
------------ ----------- ------------ ------------
BALANCE AT JUNE 30, 1996 $ 36,973,249 $38,154,372 $(72,619,479) $ 2,508,142
============ =========== ============ ============
</TABLE>
See accompanying notes
5
<PAGE> 6
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<CAPTION>
For the six months
ended June 30,
-----------------------------
1996 1995
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (535,020) $ (458,622)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 40,900 181,203
Allowance to reduce mortgage loan receivable to fair market value 0 1,647,000
(Gain) loss on sale of real estate (note 3) 26,800 (152,825)
Decrease (increase) in temporary investments 0 (213,417)
Decrease (increase) in interest receivable and other assets (135,004) 18,936
(Decrease) increase in accounts payable, accrued liabilities
and due to affiliate (150,194) (114,587)
------------ -----------
Total adjustments (217,498) 1,366,310
------------ -----------
Net cash provided by (used in) operating activities (752,518) 907,688
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Peachtree capital expenditures (14,716) (297)
Principal payment on Hall Street note (note 2) 0 2,000,000
Purchase of The Thicket Apartments (note 3) (8,660,900) 0
Deferred financing fees (224,426) 0
Notes payable (note 5) 8,960,104 0
Net proceeds from sale of Hawthorne (notes 2 & 3) 673,200 3,264,696
------------ -----------
Net cash provided by investing activities 733,262 5,264,399
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to shareholders (18,240,950) (5,619,250)
------------ -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (18,260,206) 552,837
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,470,031 199,927
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 209,825 $ 752,764
============ ===========
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
The Trust sold Harwthorne Research and Development Facility on March 30, 1995
for $5,095,000. The Trust received a note for $1,595,000, with a below-market
rate. (See notes 2 & 3)
See accompanying notes
6
<PAGE> 7
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
The financial statements of the Trust are consolidated and include all the
accounts of the Trust, its wholly-owned operating partnership, Vinings
Investment Properties, L.P., a Delaware limited partnership (the "Operating
Partnership"), and subsidiaries. Through its ownership of Vinings Holdings,
Inc., a Delaware corporation and wholly-owned subsidiary which is a limited
partner of the Operating Partnership, and its limited and general partnership
interests in the Operating Partnership, the Trust was a 100% economic owner of
the Operating Partnership at June 30, 1996 (this structure is commonly referred
to as an umbrella partnership real estate investment trust or "UPREIT"). The
term "Trust" as used herein means the Trust and its subsidiaries on a
consolidated basis (including the Operating Partnership and its subsidiaries),
or, where the context so requires, Vinings Investment Properties Trust only.
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with instruction to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments necessary for a fair presentation have been
included. Operating results for the six-month period (consisting only of normal
recurring adjustments) ended June 30, 1996, are not necessarily indicative of
the results that may be expected for the year ending December 31, 1996.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Vinings Investment Properties Trust and
Subsidiaries (formerly known as Mellon Participating Mortgage Trust Commercial
Properties Series 85/10 and Subsidiaries) Annual Report on Form 10-K for the
year ended December 31, 1995.
NOTE 2 - MORTGAGE LOANS RECEIVABLE
Hall Street Investment
- ----------------------
On February 22, 1995, the borrower prepaid the outstanding note receivable
balance of $2 million with accrued interest. On February 26, 1996, the Trust
received $141,229 from the termination of the Receivership for the Hall Street
Property. The Trust had completed the foreclosure sale of the Hall Street
Industrial Complex on October 4, 1994.
<PAGE> 8
Hawthorne Research and Development Facility
- -------------------------------------------
On March 30, 1995, the Trust closed the sale of this investment (see note 3) to
Greens Realty Partnership, L.P., a California limited partnership, for
$5,095,000 of which $3,500,000 was paid at closing. The balance of $1,595,000
(the "Hawthorne Note"), was payable pursuant to a non-recourse purchase money
note with an interest rate of 5% per annum and was secured by a purchase money
deed of trust.
On January 3, 1996, the Trust sold the Hawthorne Note for $700,000. At December
31, 1995, the Trust had established a valuation allowance of $895,000.
Commissions and fees related to the Hawthorne Note were paid in January 1996,
resulting in an additional loss on sale of $26,800.
NOTE 3 - REAL ESTATE ASSETS
The Thicket Apartments
- ----------------------
On June 28, 1996, Thicket Apartments, L.P. ("Thicket LP"), a Delaware limited
partnership and an indirect wholly-owned subsidiary of the Trust, acquired The
Thicket Apartments, a 254-unit apartment complex located in Atlanta, Georgia.
Thicket LP purchased The Thicket Apartments for a cash purchase price of
$8,650,000, financed by a mortgage loan on the acquired property of $7,392,000.
The Trust also obtained a secured line of credit, a portion of which was used to
finance the transaction. Occupancy was 97% at June 30, 1996.
The Peachtree Business Center
- -----------------------------
The Trust owns Peachtree Business Center ("Peachtree"), a single-story business
park with approximately 75,000 square feet of gross leasable space, located in
metropolitan Atlanta, Georgia. Occupancy was 100% at June 30, 1996.
Hawthorne Research and Development Facility
- -------------------------------------------
This investment was a $14.25 million first mortgage loan secured by a research
and development facility located in Hawthorne, California. The borrower was an
independent entity that leased the entire facility to the Northrop Corporation
through January 31, 1994. The scheduled maturity for the loan was May 31, 1995.
In January 1992, the borrower defaulted on the loan. On February 26, 1992, the
Trust obtained a court-appointed receiver that ultimately resulted in the Trust
receiving title to the land and buildings ("Hawthorne") through a foreclosure
sale on June 19, 1992. In January 1994, the Northrop Corporation vacated the
building.
The value of this investment was unfavorably impacted by declining rental rates
for research and development facilities in the Hawthorne area. From 1992 through
1994, the Trust reduced its carrying value to reflect this decline. At December
31, 1994, the Trust reduced this investment
<PAGE> 9
to its estimated net realizable value of $4,605,072.
This investment was sold on March 30, 1995 (see note 2) for $5,095,000. The
recapture of depreciation taken on Hawthorne and additional expenses paid after
the closing resulted in a realized gain of $152,825.
NOTE 4 - INVESTMENT IN PARTNERSHIP
The Trust invested $14.7 million as a limited partner in a partnership with a
total capitalization of $41.5 million that owns 33 stores leased to Pier 1 under
net leases with initial terms of fifteen years. On December 31, 1995, the Trust
and MP GP, Inc. along with certain other partners of the Partnership sold their
limited partner and general partner interests, respectively, to Pier 1. Total
sales proceeds to the Trust and MP GP, Inc. were $15,788,680, which after legal
and advisor fees of $189,648, resulted in a gain of $1,700,323.
NOTE 5 - NOTES PAYABLE
In connection with the acquisition of The Thicket Apartments, the Trust obtained
a note in the amount of $7,392,000 secured by a first mortgage on the property.
The note bears interest at an annual rate of 9.04% and has a maturity date of
July 1, 2003. Monthly payments are due on the first day of each calendar month
in the amount of $59,690. In addition, the Security Deed calls for an escrow to
be held by the lender for the payment of annual real estate taxes and insurance
premiums.
In addition, the Trust obtained a $2,000,000 line of credit secured by
Peachtree. Payments of interest only at the prime rate are due monthly. A
total of $1,568,104 was drawn from the line at June 30, 1996 in connection
with the acquisition of The Thicket Apartments.
NOTE 6 - DISTRIBUTIONS
On February 2, 1996, the Trust paid a cash dividend of $16,856,750 or $1.95 per
share. On February 27, 1996, the Trust paid another cash dividend of $1,383,200
or $0.16 per share.
NOTE 7 - SUBSEQUENT EVENTS
On July 1, 1996, the Trust effected a 1-for-8 reverse share split of its
outstanding shares of beneficial interest, without par value.
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
- -------
The Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Trust's actual results could differ materially from those set forth
in the forward-looking statements. Certain factors that might cause such a
difference include the following: the inability of the Trust to identify
properties within its affiliates' existing multifamily property portfolios that
will have a strategic fit with the Trust; real estate investment considerations,
such as the cyclical nature of the real estate market generally and locally in
Georgia and the surrounding southeastern states, the national economic climate,
the local economic climate in Georgia and the surrounding southeastern states,
and the local real estate conditions and competition in Georgia and the
surrounding southeastern states; the possibility that the Trust will be unable
to procure financing to meet the needs of its current growth and expansion
strategy; and the ability of a property to generate revenues sufficient to meet
debt service payments and other operating expenses; and risks associated with
borrowing, such as the possibility that the Trust will not have sufficient funds
to make principal payments on outstanding debt and the possibility that
outstanding debt may be refinanced at higher interest rates or on terms
otherwise less favorable to the Trust.
The Trust is a finite-life real estate investment trust that was organized on
December 7, 1984. The Trust currently qualifies as, and intends to continue to
qualify as, a real estate investment trust under the Internal Revenue Code of
1986. The initial term of the Trust is twenty years, subject to earlier
termination by action of the Trustees and to extension by vote of a majority of
the shareholders.
On December 21, 1995, the Trust entered into a Tender Offer Agreement
with an unaffiliated third party (the "Purchaser"). Pursuant to the Tender
Offer Agreement, on January 31, 1996, the Purchaser commenced a cash tender
offer (the "Tender Offer") for a majority of the outstanding shares. The Tender
Offer expired in accordance with its terms on February 28, 1996. The Purchaser
accepted approximately 73.3% of the outstanding shares. Upon the consummation
of the Tender Offer, management and the Board of Trustees of the Trust were
replaced with individuals designated by the Purchaser.
The Trust's original primary objective was to create a portfolio of commercial
real estate investments that produced stable current returns coupled with the
potential for realizing long-term appreciation. With the consummation of the
Tender Offer, new management contemplates converting the Trust to an indefinite
life real estate investment trust and has caused the Trust to expand into the
multifamily property markets. The Trust currently anticipates that these
properties will include certain properties within its affiliates' existing
multifamily property portfolios that meet certain criteria, as well as
properties acquired from unaffiliated third parties. In this regard, an UPREIT
structure has been established with the creation of Vinings Investment
Properties, L.P. (the "Operating Partnership"). In addition, on June 28, 1996,
Thicket Apartments, L.P. ("Thicket LP"), a Delaware limited partnership and an
indirect wholly-owned subsidiary of the Trust, acquired The Thicket Apartments,
a 254-unit apartment complex located in Atlanta, Georgia. Thicket LP purchased
The Thicket Apartments for a cash purchase price of $8,650,000, financed by a
mortgage loan on the acquired property of $7,392,000. The Trust also obtained a
secured line of credit, a portion of which was used to finance the transaction.
Management's plans for the Trust are more fully discussed in the Annual Report
on Form 10-K as filed with the Securities and Exchange Commission.
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
As of June 30, 1996, approximately 92% of the Trust's total assets were
represented by two real estate assets. These investments were Peachtree, a
75,000 square foot office building and The Thicket Apartments, a 254 unit
apartment complex.
Results of Operations
- ---------------------
Interest income of $639 was earned for the three months ended June 30, 1996
compared to $321,152 for the same period in 1995. For the six month period ended
June 30, 1996 and 1995, interest income earned was $91,903 and $607,899
respectively. The decrease in interest income from 1995 to 1996 is due primarily
to the absence of interest on mortgage loans receivable resulting from the sale
of the Arbutus and Pacesetter loans, the Hawthorne Note, and the payoff of the
Hall Street Note. All 1996 interest was generated primarily by cash proceeds
from the sale of Pier 1 and the Hawthorne Note.
There is no partnership income in 1996 since Pier 1 was sold on December 31,
1995. Partnership income for the three months ended and the six months ended
June 30, 1995 was $428,049 and $854,842, respectively.
Rental income for the three months ended June 30, 1996 was $17,521 higher than
compared to the same period for 1995. This includes rental income of $13,735
from The Thicket Apartments. Rental income of $329,622 was earned during the six
months ended June 30, 1996, compared to $340,639 for the same period in 1995.
This includes rental income from Peachtree of $315,886 and $296,890,
respectively. The balance of rental income for the six months ended June 30,
1995 included $28,139 from the Hall Street Property.
There is no loan commitment fee revenue in 1996 because it was fully amortized
in 1995. There is no miscellaneous income for the three months ended June 30,
1996. However, miscellaneous income of $141,229 for the six months ended June
30, 1996 is due to proceeds from the termination of the Receivership for the
Hall Street Property in February 1996.
There are no investment advisor's fees for the three months ended June 30, 1996
as compared to $82,095 for the same period in 1995. However, investment
advisor's fee expense for the six months ended June 30, 1996 has increased by
$192,608 when compared to the same period in 1995. Through the third quarter of
1995, this expense was directly related to the nature and value of the assets
under management and the income they produced. Beginning with the fourth quarter
of 1995 through the end of the Tender Offer in February 1996, the prior Advisor
was paid various fixed fees for asset management, asset liquidation and the
successful completion of the Tender Offer. Since the consummation of the Tender
Offer, the Trust has not paid advisor's fees.
Trustee's fees and expenses for the three months ended June 30, 1996 decreased
by $17,247 over the same period in 1995. This decrease is a result of the change
in Trustees after the Tender Offer. The current Trustees are not receiving an
annual retainer fee. The expense for the six months ended June 30, 1996
increased $8,419 over the same period in 1995.
Professional fees for the three months ended June 30, 1996 are only $21,809
higher than those for the same period in 1995. For the six months ended June 30,
1996, professional fees have increased by $230,531 when compared to the same
period in 1995. In the first quarter of 1996, the Trust incurred significant
legal expenses relating to the Tender Offer.
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Other operating expenses include directors' & officers' insurance, shareholder
expenses, annual reporting costs and miscellaneous general and administrative
expenses. These expenses for the three months ended June 30, 1996 are $61,040
compared to $57,262 for the same period in 1995. However, for the six months
ended June 30, 1996 these expenses are $165,656 as compared to $97,935 for the
same period in 1995. The increase of $67,721 is due primarily to annual report
costs, shareholder expenses in connection with the Tender Offer and NASDAQ
filing fees, all incurred in the first quarter of 1996.
Property operating expenses for the three months and the six months ended June
30, 1996 have decreased by $11,278 and $78,229 respectively, as compared to the
same periods in 1995. These decreases are due primarily to the sale of Hawthorne
in 1995.
Depreciation and amortization for the three months and six months ended June 30,
1996 decreased by $59,242 and $129,127 respectively, as compared to the same
periods in 1995. These decreases are due to the sale of the Pier I partnership
interest on December 31, 1995.
Liquidity and Capital Resources
- -------------------------------
The cash held by the Trust plus the cash flow from Peachtree are expected to
provide sources of liquidity until new management implements its growth and
expansion strategy for the Trust. The Trust obtained a $2,000,000 line of credit
secured by Peachtree. At June 30, 1996, a total of $1,568,104 was drawn on the
line of credit in connection with the acquisition of The Thicket Apartments,
leaving a balance of $431,896 to fund future capital improvements and/or working
capital needs. Management is currently exploring additional financing
alternatives including public or private offerings of the Trust's securities.
<PAGE> 13
PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Trust held its annual meeting of shareholders (the "Annual Meeting") on June
25, 1996. At the Annual Meeting, the shareholders voted to elect Peter D. Anzo,
Martin H. Petersen, Stephanie A. Reed, Gilbert H. Watts, Jr., Phill D.
Greenblatt and Henry Hirsch to serve as Trustees of the Trust until the 1997
annual meeting of shareholders. The following table sets forth the results of
the shareholder votes with respect to the election of the Trustees.
TRUSTEES FOR WITHHELD
-------- --- --------
Peter D. Anzo 8,148,152 18,472
Martin H. Petersen 8,148,152 18,472
Stephanie A. Reed 8,147,950 18,674
Gilbert H. Watts, Jr. 8,148,152 18,472
Phill D. Greenblatt 8,148,152 18,472
Henry Hirsch 8,148,152 18,472
The shareholders also voted on (i) the approval of a proposal to amend the
Trust's Declaration of Trust to authorize the Board of Trustees to combine
outstanding shares of beneficial interest of the Trust by way of reverse share
split (the "Reverse Split Amendment"), and (ii) the approval of a proposal to
amend the Trust's Declaration of Trust to eliminate certain restrictions on the
Trust's investment practices and activities and to provide that to achieve the
general policy objective of the Trust, the Trustees intend to invest the assets
of the Trust in multifamily apartment properties and other real estate
properties which offer the potential to achieve such objective (the "Investment
Policies Amendment"). 8,049,628 votes were cast in favor of the Reverse Split
Amendment, 49,030 votes were cast against it, 21,525 abstained, 0 represented
broker non-votes and 524,817 shares were not voted. 7,214,770 votes were cast in
favor of the Investment Policies Amendment, 25,752 votes were cast against it,
31,075 abstained, 0 represented broker non-votes, and 1,373,403 shares were not
voted.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
The Trust reported on Form 8-K, filed with the Securities Exchange
Commission on July 2, 1996, the acquisition of The Thicket Apartments.
<PAGE> 14
SIGNATURE
Pursuant to the requirements of The Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Vinings Investment Properties Trust
/s/ Stephanie A. Reed
By: ________________________________
Stephanie A. Reed
Vice President
Dated:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS FOR VININGS INVESTMENT
PROPERTIES TRUST FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AS CONTAINED IN THE QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 441,458
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,409,618
<DEPRECIATION> 412,632
<TOTAL-ASSETS> 11,912,297
<CURRENT-LIABILITIES> 0
<BONDS> 8,960,104
<COMMON> 0
0
0
<OTHER-SE> 2,508,142
<TOTAL-LIABILITY-AND-EQUITY> 11,912,297
<SALES> 0
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<INCOME-PRETAX> (127,349)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (127,349)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
