<PAGE> 1
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)
Peter D. Anzo
President and Chief Executive Officer
Vinings Investment Properties Trust
3111 Paces Mill Road, Suite A-200
Atlanta, GA 30339
(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 6 Pages)
- --------------------------------
*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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 927428 20 1 Page 2 of 6 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PETER D. ANZO
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 87,162
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 87,162
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,162 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)
8.07%
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
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) Name:
Peter D. Anzo ("Mr. Anzo")
(b) Business Address:
3111 Paces Mill Road, Suite A-200
Atlanta, Georgia 30339
(c) Principal Occupation; Name and Address of Principal Business
Address:
President and Chief Executive Officer
Vinings Investment Properties Trust
3111 Paces Mill Road, Suite A-200
Atlanta, Georgia 30339
(d) and (e). During the last five years, Mr. Anzo has neither been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor 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.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Anzo was a shareholder and President, Chief Executive Officer and a
director 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, Mr. Anzo
received 87,162 Shares, representing his proportionate ownership of VIP common
stock, in return for his canceled shares of common stock of VIP.
3
<PAGE> 4
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, Mr. Anzo acquired the Shares as a result
of the dissolution of VIP and has acquired these Shares for investment purposes
only.
Mr. Anzo has no present plan to acquire additional securities of the
Trust; however, no assurance can be given that Mr. Anzo may not from time to
time acquire additional securities of the Trust depending upon future market
conditions. Except as set forth herein and except as may be required to carry
out his duties and responsibilities as President and Chief Executive Officer of
the Trust, Mr. Anzo 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.
4
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Mr. Anzo beneficially owns 87,162 Shares of the Trust, representing
8.07% 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 Mr. Anzo is a director, officer and minority
stockholder. Mr. Anzo disclaims ownership of all such Shares not reported herein
and this Schedule 13D shall not be deemed an admission that Mr. Anzo is the
beneficial owner of such securities.
(b) Mr. Anzo has sole power to vote and dispose of 87,162 Shares of the
Trust.
(c) Mr. Anzo 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, Mr. Anzo 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.
5
<PAGE> 6
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 Peter D. Anzo
-------------
Peter D. Anzo
6
