UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
VININGS INVESTMENT PROPERTIES TRUST
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(Name of Issuer)
SHARES OF BENEFICIAL INTEREST, without par value
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(Title of Class of Securities)
927428 20 1
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(CUSIP Number)
Peter D. Anzo
President and Chief Executive Officer
Vinings Investment Properties Trust
3111 Paces Mill Road, Suite A-200
Atlanta, GA 30339
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 20, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 this statement [ ]. (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.
*The remainder of this cover page shall be filed 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 the
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 ("Act") 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>
CUSIP No. 927428 20 1 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clifford K.Watts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 7 SOLE VOTING POWER
SHARES 90,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 90,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,000 shares of beneficial interest
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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<PAGE>
14 TYPE OF REPORTING PERSON*
IN
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Schedule 13D
ITEM 1. SECURITY AND ISSUER
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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
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(a) Name:
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Clifford K. Watts ("Mr. Watts")
(b) Residence Address:
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6565 Red Hill Road
Boulder, CO 80302
(c)Principal Occupation and Name and Address of Principal Business:
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Emergency Room Physician
Boulder Emergency Service
6565 Red Hill Road
Boulder, CO 80302
(d) and (e)
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During the last five years, Mr. Watts 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:
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United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
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Mr. Watts effected the purchase of 90,000 Shares of the Trust through a private
transaction for the aggregate purchase of $374,400. The Shares were purchased
with personal funds of Mr. Watts.
ITEM 4. PURPOSE OF TRANSACTION
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Mr. Watts has no present plan to acquire additional securities of the Trust;
however, no assurance can be given that Mr. Watts may not from time to time
acquire additional securities of the Trust depending upon future market
conditions. Mr. Watts 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 any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
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(a) Mr. Watts directly beneficially owns 90,000 Shares of the Trust,
representing 8.3% of the issued and outstanding Shares as of the date hereof.
(b) Mr. Watts has sole power to vote and dispose of 90,000 Shares of the Trust.
(c) Mr. Watts 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, ARANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
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Except as set forth in this Schedule 13D, Mr. Watts 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
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None.
<PAGE>
Signature
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.
Date: March 2, 1998 /s/ Clifford K. Watts
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Signature
Clifford K. Watts
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Name/Title
