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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
VININGS INVESTMENT PROPERTIES TRUST
(Name of issuer)
SHARES OF BENEFICIAL INTEREST, without par value
(Title of class of securities)
927428 20 1
(CUSIP number)
Gilbert H. Watts, Jr.
Watts Agent, L.P.
1006 Trammel Street
Dalton, GA 30720
(Name, address and telephone number of person authorized to receive notices
and communications)
July 23, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. /X/ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on the following pages)
(Page 1 of 7 Pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 927428 20 1 Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WATTS AGENT, L.P. IRS Identification No. 58-1791088
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 93,355
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
93,355
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,355 shares of beneficial interest
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.64%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
The securities to which this statement relates are the shares of
beneficial interest, without par value (the "Shares"), of Vinings Investment
Properties Trust, a Massachusetts business trust (the "Trust"). The principal
executive offices of the Trust are located at 3111 Paces Mill Road, Suite A-200,
Atlanta, GA 30339.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This statement is filed by Watts Agent, L.P.
("Watts LP"), of which Gilbert H. Watts, Jr., a trustee of the Trust, is the
managing partner. Watts LP is a limited partnership formed in Georgia which
manages various real estate investments, including residential, commercial and
industrial properties. The principal offices and principal business address of
Watts LP are 1006 Trammel Street, Dalton, GA 30720.
The name, residence or business address, principal occupation or
employment and citizenship of each of the partners of Watts LP are set forth in
SCHEDULE A to this Schedule 13D.
(d) and (e). During the last five years, none of the persons named in
this Item 2 or listed on SCHEDULE A to this Schedule 13D has been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Watts LP was a shareholder of Vinings Investment Properties, Inc.
("VIP"), a private company which on January 31, 1996 commenced a tender offer
(the "Tender Offer") for a minimum of 50% and a maximum of 85% of the issued
and outstanding Shares of the Trust, pursuant to which VIP purchased 6,337,279
Shares from holders who tendered their Shares.
On July 1, 1996, the Trust effected a 1-for-8 reverse share split. On
July 23, 1996, VIP was dissolved and liquidated and, accordingly, Watts LP
received 93,355 Shares, representing its proportionate ownership of VIP common
stock, in return for its canceled shares of common stock of VIP.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, Watts LP acquired the Shares as a result
of the dissolution of VIP and has acquired the Shares for investment purposes
only.
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Watts LP has no present plan to acquire additional securities of the
Trust; however, no assurance can be given that Watts LP may not from time to
time acquire additional securities of the Trust depending upon future market
conditions. Except as set forth herein, Watts LP has no present plan or
proposal which relates to or would result in:
(a) the acquisition of additional securities of the Trust, or the
disposition of securities of the Trust;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Trust or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Trust
or any of its subsidiaries;
(d) any change in the present board of trustees or management of
the Trust, including any plans or proposals to change the
number or term of trustees or to fill any existing vacancies
on the board;
(e) any material change in the present capitalization or dividend
policy of the Trust;
(f) any other material change in the Trust's business or corporate
structure;
(g) changes in the Trust's declaration of trust, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Trust by any person;
(h) a class of securities of the Trust to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in the inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Trust becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Watts LP directly owns 93,355 Shares of the Trust, representing
8.64% of the issued and outstanding Shares as of the date hereof. Amounts
reported herein do not include 49,570 Shares beneficially owned by A&P
Investors, Inc., of which Watts LP is a minority stockholder. Watts LP disclaims
ownership of all such Shares not reported herein and this Schedule 13D shall not
be deemed an admission that Watts LP is the beneficial owner of such securities.
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(b) Watts LP has shared power to vote and dispose of 93,355 Shares of
the Trust.
(c) Watts LP has not effected any transactions in the Shares of the
Trust during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, Watts LP is not a party to
any contract, arrangement, understanding or relationship with any person with
respect to any securities of the Trust, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any securities of the Trust, joint ventures, loan or option
arrangements, puts or calls, guaranties of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 2, 1996 WATTS AGENT, L.P., by its
Managing Partner
Gilbert H. Watts, Jr.
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Gilbert H. Watts, Jr.
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SCHEDULE A
The name, business or residence address and present principal
occupation or employment of each partner of Watts LP are set forth below. All
of the persons listed below are U.S. citizens.
<TABLE>
<CAPTION>
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Gilbert H. Watts, Jr. Watts Agent, L.P. Managing Partner of
1006 Trammel Street Watts Agent, L.P.
Dalton, GA 30720
Virginia A.W. Hoyt 120 Azalea Circle Private Investor
Conyers, GA 30207
Clifford K. Watts 6565 Red Hill Road Emergency Room
Boulder, CO 80302 Physician
</TABLE>
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