SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-1
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For transition period from __________to ____________
Commission file number 0-13693
VININGS INVESTMENT PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 13-6850434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3111 Paces Mill Road, Suite A-200
Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 984-9500
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the
Exchange Act:
Shares of beneficial interest without par value
(Title of class)
The undersigned registrant hereby amends Items 10, 11, 12 and 13 of Part III of
its Annual Report on Form 10-K for the period ended December 31, 1996.
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
period ending December 31, 1996 as set forth in the pages attached hereto:
Part III, Item 10 Directors and Executive Officers of Registrant
Part III, Item 11 Executive Compensation
Part III, Item 12 Security Ownership of Certain Beneficial Owners
and Management
Part III, Item 13 Certain Relationships and Related Transactions
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information Regarding Trustees
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The Board of Trustees of the Trust consists of seven members who are
elected by the Trust's shareholders at each annual meeting of the Trust. Set
forth below is certain information regarding the Trustees.
Peter D. Anzo, age 43, has been Chief Executive Officer, President and
Chairman of the Board of Trustees since 1996. Since 1990, Mr. Anzo has been
Chief Executive Officer and a director of A&P Investors, Inc. He is also Chief
Executive Officer and a director of The Vinings Group, Inc., a position he has
held since 1987. Mr. Anzo has been on the Legislative Committee since 1995, a
delegate since 1991, and is currently Vice Chairman of the Political Action
Committee of the National Apartment Association. He has been a Co-Chairman of
the Government Affairs Committee since 1995, Co-Chairman of the Affordable
Housing Task Force and a director since 1992 of the Atlanta Apartment
Association. He has been a director of the Georgia Apartment Association since
1993. From 1983 until 1986, Mr. Anzo served as Vice President of Acquisitions of
First Investment Companies, where he was involved in the management and
acquisition of commercial apartment properties throughout the United States. Mr.
Anzo was the Vice President, Dispositions of Balcor/American Express from 1981
until 1983, where he was involved in the sale of apartment and commercial
properties in the United States. During 1976 through 1981, Mr. Anzo was employed
by The Beaumont Company, Los Angeles, California and Linkletter Properties,
where he was involved in the management, leasing, purchase and construction of
real property.
Martin H. Petersen, age 47, has been a Trustee since 1996. Since 1990, Mr.
Petersen has been President and a director of A&P Investors, Inc. He is also
President and a director of The Vinings Group, Inc., a position he has held
since 1987. Since 1975 Mr. Petersen has been a member of the Institute of Real
Estate Management. From 1984 through 1987, Mr. Petersen was Vice President of
Southeast United States Plaza Equities Management and Plaza Pacific Equities,
Inc., where he supervised the management of 5,770 apartment units located
throughout the Southeastern United States, including 3,000 garden style
apartment units in Atlanta, Georgia, and managed the acquisition, performance
and disposition of properties. Mr. Petersen served as a Branch Manager of GK
Properties of Atlanta, Georgia, from 1979 to 1984, where he was responsible for
overseeing the operations of its Southeastern United States offices, which
included the acquisition and management of 5,500 garden style apartment units in
Atlanta, Georgia. Prior to joining GK Properties, from 1975 through 1979, he
served as Vice President of Stonehenge Properties and Stonehenge Realty Corp.,
where he oversaw the management of the commercial office division and performed
various other functions, including the initiation of numerous feasibility,
marketing and other consulting studies for REITs, financial institutions,
savings & loans and other owners of distressed and foreclosed properties. From
1971 to 1974, Mr. Petersen was a credit analyst for Dun & Bradstreet in its
Business Trades Division.
<PAGE>
Stephanie A. Reed, age 39, has been Vice President, Secretary, Treasurer
and a Trustee of the Trust since 1996. Since 1991, Ms. Reed has been Vice
President and a director of A&P Investors, Inc. She is also Vice President and a
director of The Vinings Group, Inc., a position she has held since 1991. From
1987 to 1991, Ms. Reed was Vice President - Development of The Sterling Group,
Inc., a multifamily development company located in Atlanta, Georgia, where she
was responsible for all phases of development for multifamily projects. Prior to
1987, she served as Vice President - Finance of The Sterling Group, Inc., in the
syndication and management of multifamily projects. Prior to joining The
Sterling Group, Inc., Ms. Reed served as a tax supervisor at Jones and Kolb,
CPAs from 1983 through 1984, where her responsibilities included the training
and supervision of audit and year-end work for real estate limited partnerships.
From 1981 to 1983, Ms. Reed performed tax planning and preparation work for
trusts, estates, partnerships and corporations for Osburn Henning and Company,
CPAs.
Gilbert H. Watts, Jr., age 47, has been a Trustee since 1996. Mr. Watts is
Managing Partner of Watts Agent, L.P., a position he has held since 1971. Watts
Agent, L.P. manages various real estate investments including residential,
commercial and industrial properties. Mr. Watts is also President of Radio
Center Dalton, Inc., a position he has held since 1985. Mr. Watts serves as a
director of The Community Group, Inc., a six bank holding company, and various
family businesses.
Phill D. Greenblatt, age 51, has been a Trustee since 1996. Since 1975, Mr.
Greenblatt has been President of p.d.g. Real Estate Co., Inc., a real estate
brokerage and investment firm in multifamily, retail and industrial properties
in Colorado, Arizona and Florida. Mr. Greenblatt also is a member of the Board
of Directors of Western States Mortgage Co. From 1971 through 1974, Mr.
Greenblatt was a commercial sales associate with Heller-Mark Realty. He also
served as an investment banking officer for the First National Bank of Denver
from 1968 to 1971.
Henry Hirsch, age 60, has been a Trustee since 1996. Mr. Hirsch is Chairman
of the Board of Engineered Concepts, Inc., ECI Management Corporation and ECI
Realty, and is President of ECI Properties, positions which he has held for over
ten years. Mr. Hirsch has been involved in the real estate business since 1968,
specializing in multifamily apartment development. He and his related entities
currently own and/or manage over 3,500 apartment units, as well as office
buildings and a shopping center. The construction arm of his related entities
has completed over $250,000,000 of new construction and rehabilitation. Mr.
Hirsch is a Certified Apartment Property Supervisor with the National Apartment
Association. He has served as a director and past President of the Atlanta
Apartment Association. He has served as a Regional Vice President of the
National Apartment Association and currently is the Chairman of the Builders,
Owners, and Developers Committees of the National Apartment Association.
Thomas B. Bender, age 66, has been a Trustee since February 1997. Since
1991, Mr. Bender has been a partner of Financial & Investment Management Group,
Ltd., an investment counseling firm. From 1978 to 1991, Mr. Bender served as a
Vice President of Kidder Peabody & Co. Mr. Bender has a total of thirty-one
years experience in the investment securities business serving as an officer and
principal of several major investment banking firms. He is a member of the
Association for Investment Management and Research and The Financial Analysis
Society of Detroit and serves as a director of The Munder Funds, a mutual fund
group, and a director of The International Affairs Forum.
<PAGE>
Information Regarding Executive Officers
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Listed below are the names of the executive officers of the Trust. The
names and ages of all executive officers of the Trust and principal occupation
and business experience during at least the last five years is discussed under
"Information Regarding Trustees."
Name Position
- ---- --------
Peter D. Anzo President, Chief Executive Officer
and Chairman of the Board of Trustees
Stephanie A. Reed Vice President, Secretary and Treasurer
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
The Trust's officers and Trustees and beneficial owners of more than 10% of
the Trust's Shares are required under Section 16(a) of the Exchange Act to file
reports of ownership and changes in ownership with the SEC. Copies of those
reports must also be furnished to the Trust. Based solely on a review of the
copies of reports furnished to the Trust and written representations that no
other reports were required, the Trust believes that during its 1996 fiscal
year, no person who was a Trustee, officer or greater than 10% beneficial owner
of the Trust's Shares failed to file on a timely basis any report required by
Section 16(a).
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Trustees and Officers
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Trustees who are officers of the Trust receive no compensation for their
services as Trustees. Trustees who are not officers of the Trust receive
compensation for their services as the Board of Trustees may from time to time
determine. Since the consummation of the Tender Offer, Trustees who were not
officers of the Trust did not receive an annual retainer but did receive $250
for each regular meeting of the Board of Trustees attended.
Officers of the Trust historically have not received any compensation for
their services provided to the Trust. Until February 29, 1996, the date upon
which the Purchaser acquired approximately 73.3% of the outstanding Shares of
the Trust pursuant to the Tender Offer, the Trust was an externally-advised
REIT, and accordingly, the Trust had no employees and no compensation committee.
Upon the consummation of the Tender Offer, the relationship with the Trust's
advisor was terminated and the Trust became self-administered and established a
compensation committee. As a result, the Trustees currently anticipate that
officers of the Trust may serve as employees and may be compensated as such for
services rendered to the Trust.
During fiscal 1996, the officers of the Trust did not receive compensation
from the Trust for their services as officers. While a majority of their time
was spent handling Trust affairs, the officers were also officers of The Vinings
<PAGE>
Group, Inc., ("The Vinings Group") a privately held real estate company, from
which they received compensation and benefits. The Trust did not reimburse The
Vinings Group for any of the officers' salaries or benefits provided to them by
The Vinings Group. In the future, the annual salary, any salary adjustments and
any other benefits for executive officers will be determined by the Compensation
Committee in its discretion and will be targeted according to the salaries of
executives holding similar offices and having similar responsibilities within
the Trust's industry segment. The Compensation Committee may also consider
factors such as industry experience and executive retention.
Report of the Compensation Committee of the Board of Trustees
on Executive Compensation
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The members of the Compensation Committee of the Board of Trustees of
the Trust, whose names are set forth below, have prepared the following report
on the Trust's executive compensation policies and philosophy for fiscal 1996.
General
- -------
The Compensation Committee was formed in October 1996 and consists of Mr.
Bender, Mr. Watts and Mr. Greenblatt, each of whom is a non-employee Trustee.
Ms. Reed was a member of the Compensation Committee until April 24, 1997. The
Compensation Committee is generally responsible for developing the Trust's
executive and management compensation policies, including awards of equity-based
compensation.
Compensation Policy Review
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The Compensation Committee, together with the Board of Trustees, is
currently reviewing its policies with respect to executive compensation. In
connection with this review, the Compensation Committee will establish its
compensation philosophy as to (a) base salaries for executive officers; (b) an
appropriate methodology for determining the amount of annual cash bonuses, if
any, paid to executive officers; and (c) an appropriate methodology for
structuring long-term incentive awards. The Compensation Committee is
undertaking this review with the goal of ensuring that (i) the base salaries of
executive officers are comparable and competitive when measured against those
paid by other companies within the Trust's industry segment; (ii) annual cash
bonuses awarded to executive officers are based on appropriate individual and
Trust performance targets established at the beginning of each fiscal year; and
(iii) long-term incentive awards to executive officers more closely align the
interests of the executive officers with those of the Trust's stockholders. The
Compensation Committee currently intends to complete its review of the Trust's
executive compensation policies in fiscal 1997.
Federal Tax Regulations Applicable to Executive Compensation
- ------------------------------------------------------------
As a result of Section 162(m) of the Internal Revenue Code (the "Code"),
the Trust's deduction of executive compensation may be limited to the extent
that a "covered employee" (i.e., the chief executive officer or one of the four
highest compensated officers who is employed on the last day of the Trust's
taxable year) receives compensation in excess of $1,000,000 in such taxable year
of the Trust (other than performance-based compensation that otherwise meets the
requirements of Section 162(m) of the Code). The Trust intends to take
appropriate action to comply with such regulations, if applicable, in the
future.
Thomas B. Bender, Chairman Gilbert H. Watts, Jr.
Phill D. Greenblatt Stephanie A. Reed (member until April 24, 1997)
<PAGE>
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Mr. Anzo, the President, Chief Executive Officer and Chairman of the Board
of Trustees of the Trust, and Ms. Reed, Vice President, Secretary and Treasurer
of the Trust, will make general recommendations to and review with the
Compensation Committee the salary increases and bonus compensation of executives
and management other than themselves.
Shareholder Return Performance Graph
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Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Trust's Shares with the
cumulative total return of companies on the Standard & Poor's (S&P) 500 Stock
Index, the National Association of Real Estate Investment Trusts ("NAREIT")
Mortgage Index and the NAREIT Total Return Equity Index. The returns are based
on the market price of the Shares and assume the reinvestment of dividends. The
calculation of total cumulative return assumes a $100 investment in the Shares
on January 1, 1991. The comparisons in this table are historical and are not
intended to forecast or be indicative of possible future performance of the
Trust's Shares.
Subsequent to the consummation of the Tender Offer in February, 1996 and
consistent with its growth and expansion strategy, management of the Trust has
caused the Trust to expand into the multifamily property markets, a line of
business which is covered by the NAREIT Total Return Equity Index. As a result
of the change in the line of business of the Trust, the Trustees believe that,
for periods subsequent to the Tender Offer, it is no longer appropriate to
compare the performance of the Trust's Shares to companies on the NAREIT
Mortgage Index. Accordingly, the performance of the Trust's Shares has been
compared to both the NAREIT Mortgage Index and the NAREIT Total Return Equity
Index assuming a $100 investment on January 1, 1991, despite the fact that the
Trust has only been on the NAREIT Total Return Equity Index for a portion of
fiscal 1996.
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Return
Among S&P 500 Index, NAREIT Mortgage Index, NAREIT
Total Return Equity Index and
Vinings Investment Properties Trust
-----------------------------------
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Vinings Investment Properties Trust 100 132 162 217 230 383
S&P 500 100 141 155 157 215 265
NAREIT Mortgage Index 100 134 154 117 190 287
NAREIT Total Return Equity Index 100 155 186 192 221 299
</TABLE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best knowledge and belief of the
Trust, certain information regarding the beneficial ownership of the Trust's
Shares as of March 31, 1997 by (i) each person known by the Trust to be the
beneficial owner of more than 5% of the outstanding Shares, (ii) each of the
Trustees, (iii) each of the executive officers of the Trust and (iv) all of the
Trust's executive officers and Trustees as a group.
<TABLE>
<S> <C> <C> <C>
Trustees, Executive Officers Shares Percentage of
and 5% Shareholders Beneficially Owned (1) Class (2)
------------------- ---------------------- ---------
Financial & Investment Management Group, Ltd. 252,789 (3) 23.39%
Paul H. Sutherland, CFP, President
417 St. Joseph Street
P.O. Box 40
Suttons Bay, MI 49682
Watts Agent, L.P. 93,355 (4) 8.64%
1006 Trammel Street
Dalton, GA 30720
Peter D. Anzo 87,312 8.08%
Martin H. Petersen 81,285 7.52%
Stephanie A. Reed 9,818 *
Gilbert H. Watts, Jr. 93,355 (5) 8.64%
Phill D. Greenblatt 24,005 2.22%
Henry Hirsch 60,012 5.55%
Thomas B. Bender 88,389 (6) 8.18%
All Trustees and officers as a group (7 persons) 444,176 41.11%
<FN>
- --------------------------
* Less than 1%.
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under
the Exchange Act. Accordingly, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares the power to vote such
security or the power to dispose of such security. The amounts set forth above
as beneficially owned include Shares owned, if any, by spouses and relatives
living in the same home as to which beneficial ownership may be disclaimed.
(2) Percentages are calculated on the basis of 1,080,517 Shares outstanding
as of March 31, 1997.
(3) Based on Amendment No. 3 to Schedule 13D filed with the SEC on November
22, 1996, Financial & Investment Management Group, Ltd. ("FIMG") and Paul H.
Sutherland, CFP, President, have shared dispositive and voting power with
respect to all such Shares.
<PAGE>
(4) Based on a Schedule 13D filed with the SEC on August 2, 1996, Watts
Agent, L.P. and Gilbert H. Watts, Jr. have shared dispositive and voting power
with respect all such Shares.
(5) Mr. Watts may be deemed to beneficially own 93,355 Shares by virtue of
his position as Managing Partner of Watts Agent, L.P. Mr. Watts and Watts Agent,
L.P. have shared dispositive and voting power with respect to all such Shares.
(6) Mr. Bender beneficially owns 1,000 Shares and has shared dispositive
and voting power with respect to an additional 87,389 Shares with FIMG and Paul
H. Sutherland.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain executive officers and Trustees of the Trust are officers,
directors and/or stockholders of The Vinings Group and its wholly-owned
subsidiaries (individually, a "Subsidiary"). The Vinings Group has provided
services to the Trust relating to administration, acquisition, and capital and
asset advisory services at little or no cost to the Trust. In addition, the
officers of the Trust have been compensated by The Vinings Group for their
services as officers of The Vinings Group, although a substantial amount of
their time was spent handling Trust affairs. The Trust did not reimburse The
Vinings Group for any of the officers' salaries. The Trust does not anticipate
that these services will continue to be provided free of charge, and certain
costs paid on the Trust's behalf have been reimbursed to The Vinings Group.
In connection with the Trust's acquisition of The Thicket Apartments, a
254-unit apartment complex located in Atlanta, Georgia, MFI Realty, Inc., a
Subsidiary, was paid a broker's commission in the amount of $150,000 by the
seller of the property. Also in connection with The Thicket, the Trust entered
into a management agreement with Vinings Properties, Inc., a Subsidiary, for
property management services equal to five percent of gross revenues plus a fee
for data processing.
In connection with the Trust's proposed acquisition of Windrush Apartments,
a 202-unit apartment community located in Atlanta, Georgia, MFI Realty, Inc.,
will be paid a financial advisor's fee in the amount of $75,500 from the seller
upon the closing of the acquisition.
The Trust believes that all of the above transactions are fair and
reasonable and are on terms at least as favorable to the Trust as those which
might have been obtained with unrelated third parties.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
VININGS INVESTMENT PROPERTIES TRUST
(Registrant)
By: /s/ Stephanie A. Reed
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Name: Stephanie A. Reed
Title: Vice President, Secretary
and Treasusrer
Dated: April 30, 1997
