SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10 - K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ending December 31, 1998 Commission file number 0-13693
VININGS INVESTMENT PROPERTIES TRUST
AND SUBSIDIARIES
(Exact name of registrant as specified in its 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
------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the 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, 1998
<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 ended December 31, 1998 as set forth in the pages attached herein.
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
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information Regarding Trustees
- ------------------------------
Set forth below is certain information regarding the current seven
Trustees of the Trust who are elected by the Trust's shareholders at each annual
meeting of the Trust.
Trustee
Name Since
---- -----
Peter D. Anzo 1996
Stephanie A. Reed 1996
Phill D. Greenblatt 1996
Henry Hirsch 1996
Martin H. Petersen 1996
James D. Ross 1998
Gilbert H. Watts, Jr. 1996
PETER D. ANZO, age 45, has been Chief Executive Officer, President and
Chairman of the Board of Trustees since 1996. He is also Chief Executive Officer
and a director of The Vinings Group, Inc. and affiliates, a position he has held
since 1987. From 1990 through 1997 Mr. Anzo was Chief Executive Officer and a
director of A&P Investors, Inc. Mr. Anzo has been a delegate since 1995, on the
Legislative Committee since 1991 and is currently Chairman of the Political
Action Committee of the National Apartment Association. He has been past
Co-Chairman of the Government Affairs Committee since 1995, Co-Chairman of the
Affordable Housing Task Force and a director from 1992 until 1998 of the Atlanta
Apartment Association. He was a director of the Georgia Apartment Association
from 1993 to 1998. 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 Vice President, Dispositions of Balcor/American
Express from 1981 until 1983, where he was involved in the sale of apartment
communities and commercial properties in the United States. Prior to 1981 Mr.
Anzo was involved in the management, leasing, purchase and construction of real
property with The Beaumont Company and Linkletter Properties.
STEPHANIE A. REED, age 40, has been Vice President, Secretary, Treasurer
and a Trustee since 1996. Since 1991, Ms. Reed has been Vice President and a
director of The Vinings Group, Inc. and affiliates. She was also Vice President
of A&P Investors, Inc. from 1991 through 1997. 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.
she was a certified public accountant for independent public accounting firms in
Atlanta, Georgia and Orlando, Florida.
PHILL D. GREENBLATT, age 53, 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 since 1975. 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 62, 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. 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 on the Hotpoint Builders Advisory Council and National Association of
Home Builders, and 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.
MARTIN H. PETERSEN, age 49, has been a Trustee since 1996. Mr. Petersen is
currently President and a director of The Hallmark Companies, Inc. and
affiliates, which are active in the ownership and management of multifamily
communities. He is also the President and a director of A&P Investors, Inc., a
position he has held since 1990. From 1987 through 1997 he was President and a
director of The Vinings Group, Inc. and affiliates. Since 1975 he has been a
licensed real estate broker in the State of Georgia, as well as 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 acquisition, disposition and
management of 5,700 apartment units located throughout the southeastern United
States. 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. 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 and 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.
JAMES D. ROSS, age 49, has been a Trustee since 1998. Mr. Ross is currently
associated with Financial & Investment Management Group, a registered investment
advisor. From 1995 to early 1998, Mr. Ross was Executive Vice President of Aegon
U.S.A. Investment Management, an international insurance and investment concern.
At Aegon, Mr. Ross was responsible for interest rate risk management including
all commercial and residential mortgage backed securities holdings. From 1991 to
1995, he served as Chief Executive Officer of Southeastern Financial Services, a
registered investment advisor and an affiliated company of Kentucky Home Mutual.
Mr. Ross also served on the Board of Directors of Kentucky Home Mutual. From
1985 to 1991, Mr. Ross served as Treasurer and Chief Investment Officer for
Shenandoah Life Insurance Company. From 1975 to 1985, Mr. Ross was employed by
Maccabees Mutual Life Insurance Company where he served as an investment officer
and portfolio manager. Mr. Ross is a member of the State Bars of Kentucky and
Michigan.
GILBERT H. WATTS, age 49, 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 the President of Radio Center
Dalton, Inc., a position he has held since 1985. Mr. Watts also is a Director of
The Community Group, Inc., a six bank holding company, and a Director of various
family businesses.
Information Regarding Executive Officers
- ----------------------------------------
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 above in
"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, 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 Securities and Exchange
Commission. Copies of those reports must also be furnished to the Trust. Based
solely on a review of the copies of reports and amendments thereto furnished to
the Trust and written representations that no other reports were required, the
Trust believes that during its 1998 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), except in the case
of a certain report of Stephanie A. Reed and certain amendments to reports of
Peter D. Anzo, Stephanie A. Reed, Martin H. Petersen, Gilbert H. Watts, Jr.,
Phill D. Greenblatt, Henry Hirsch and Thomas B. Bender.
ITEM 11. EXECUTIVE AND TRUSTEE COMPENSATION
The following sections set forth and discuss the compensation paid or
awarded during the last three years to the Trust's Chief Executive Officer and
the four most highly compensated executive officers who earned in excess of
$100,000 during fiscal 1998.
Summary Compensation Table
- --------------------------
The following table shows for the fiscal years ended December 31, 1996,
1997 and 1998 the annual compensation paid by the Trust to the Chief Executive
Officer and the four most highly compensated executive officers who earned in
excess of $100,000 during fiscal year 1998.
<TABLE>
<CAPTION>
-------------------------------------- ------------------------------------
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- ------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK WARRANTS / PAYOUTS COMPENSATION
AWARD(S)
Year ($) ($) ($) ($) Options (#) ($) ($)
Peter D. Anzo (1) 1998 - 40,000(2) - - 35,000 (3) - -
President, Chief 1997 - - - - 5,000 (3) - -
Executive 1996 - - - - - - -
Officer and
Chairman of
the Board
<FN>
(1) Mr. Anzo became President, Chief Executive Officer and Chairman of the
Board of Trustees on February 29, 1996.
Mr. Anzo did not receive salary compensation from the Trust for services
rendered in his capacity as President, Chief Executive Officer and Chairman
of the Board of Trustees of the Trust during fiscal 1998 or during the
fiscal years ended December 31, 1997 and 1996. See "Report of the
Compensation Committee of the Board of Trustees on Executive Compensation -
Compensation Policies for Executive Officers" below.
(2) Represents a bonus in the form of 10,000 Shares which had a market value as
of July 1, 1998, the date of the grant, of $40,000.
(3) Represents stock options granted pursuant to the Trust's 1997 Stock Option
and Incentive Plan.
</FN>
</TABLE>
Option Grants in Last Fiscal Year
- --------------------------------
The following table sets forth each grant of stock options during fiscal
1998 to the Chief Executive Officer and each other executive officer named in
the Summary Compensation Table. No stock appreciation rights ("SARs") have been
granted.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
------------------------------------------------------------------- ---------------------
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
Number of
Securities % of Total
Underlying Options/SARs Exercise
Options Granted to Employees or
Granted in Base Price Expiration
(#) (1) Fiscal Year (2) ($/Sh) Date 5%($) 10%($)
--------- -------------------- --------- ---------- ------ -------
Peter D. Anzo 35,000 82% $4.00 6/10/08 $88,045 $223,124
</TABLE>
(1) All options were granted pursuant to the Trust's 1997 Stock Option and
Incentive Plan.
(2) Percentages are based on a total of 42,500 Shares underlying all options
granted to Officers of the Trust in fiscal 1998. (3) Represents the value
of the options granted at the end of the option terms if the price of the
Trust's Shares were to appreciate annually by 5% and 10% respectively.
There is no assurance that the stock price will appreciate at the rates
shown in the table. If the stock price appreciates, the value of Shares
held by all shareholders will increase.
(4) Such options vest and become fully exercisable on the first anniversary of
the date of the grant or June 9, 1999.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Values
- --------------------------------------------------------------------------
The following table sets forth the Shares acquired and the value realized upon
exercise of stock options during fiscal 1998 by the Chief Executive Officer and
each other executive officer named in the Summary Compensation Table and certain
formation concerning the number and value of unexercised stock options. There
are currently no outstanding SARs.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/
Acquired Value Options/Warrants at FY-End (#) Warrants at FY-End (#)(1)
Name on Exercise # Realized Exercisable Unexercisable Exercisable Unexercisable
---- ------------- -------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Peter D. Anzo - - 5,000 35,000 - -
<FN>
(1) Equal to the market value of Shares covered by in-the-money options on
December 31, 1998, less the aggregate option exercise price. Options are
in-the-money if the market value of the Shares covered thereby is greater
than the exercise price of the options.
</FN>
</TABLE>
Report of the Compensation Committee of the Board of Trustees on Executive
Compensation
- -------------------------------------------------------------------------------
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 1998.
General
- -------
The Compensation Committee consists of Mr. Ross, Mr. Watts and Mr.
Greenblatt, each of whom is a Non-Employee Trustee. 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
- --------------------------
During fiscal 1998, the Compensation Committee, together with the Board of
Trustees, did not complete its review of the compensation policies with respect
to executive compensation as the officers were not paid by the Trust in fiscal
1998. While it is still anticipated that the officers will become employees
during fiscal 1999, it has not been determined when the officers will be paid by
the Trust but the Compensation Committee will complete its review and establish
the compensation of the executives of the Trust prior to such time.
Compensation of Executive Officers
- ----------------------------------
Base Salary and Cash Bonuses
Officers of the Trust historically have not received compensation for their
services provided to the Trust. Until February 29, 1996, the date upon which an
affiliate of the Trust acquired approximately 73.3% of the outstanding Shares of
the Trust pursuant to a tender offer (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 1998, the officers of the Trust did not receive cash
compensation from the Trust for their services as officers, but did receive
bonuses in the form of Shares and options to purchase Shares. See "Equity and
Equity-Based Incentives" below. While a majority of their time was spent
handling Trust affairs, the officers were also officers of The Vinings 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. Should any officers of the Trust become employees and be directly
compensated by the Trust for such services, the Compensation Committee will
recommend to the Board of Trustees the annual salary, any salary adjustments and
any other benefits for executive officers of the Trust, all of which 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.
Equity and Equity-Based Incentives
- ----------------------------------
Equity and equity-based incentive awards are designed to attract and retain
executives who can make significant contributions to the Trust's success, reward
executives for such significant contributions and give executives a longer-term
incentive to increase shareholder value. The size and frequency of equity and
equity-based incentive awards are recommended to the Board of Trustees by the
Compensation Committee, taking into account individual performance and
responsibilities, but without any specific performance measures. The
Compensation Committee may also recommend stock options for executive retention
purposes, taking into account, among other things, general industry practice. To
ensure that high levels of performance occur over the long-term, stock options
granted to executives typically vest over a period of time. All outstanding
options have been granted with an exercise price equal to or in excess of 100%
of the fair market value of the Trust's Shares on the grant date.
The 1997 Incentive Plan is the principal vehicle by which the Trust intends
to achieve the executive compensation policy objective of providing long-term
incentives to executive officers that will more closely align the interests of
such executives with those of the Trust's shareholders. Pursuant to the 1997
Incentive Plan, the Compensation Committee may recommend a variety of long-term
incentive awards based on the Shares of the Trust, including stock options (both
incentive options and non-qualified options), SARs, restricted stock,
unrestricted stock, performance shares and dividend equivalent rights.
In fiscal 1998, Peter D. Anzo and Stephanie A. Reed were each granted an
option to purchase 35,000 Shares and 7,500 Shares, respectively, at a per Share
exercise price of $4.00. Each of these options vests and becomes fully
exercisable one year from the grant date on June 9, 1999. Additionally, Peter D.
Anzo and Stephanie A. Reed were each awarded a bonus in the form of 10,000
Shares and 2,500 Shares, respectively, during fiscal 1998. The Board of Trustees
granted these awards to Mr. Anzo and Ms. Reed as compensation for services
rendered to the Trust as officers as they did not receive cash compensation from
the Trust for their services as officers. Any value received by an executive
officer from a stock option and any increases in the value of stock received as
a bonus depends entirely on increases in the price of the Trust's Shares.
Compensation of the Chief Executive Officer
- -------------------------------------------
Mr. Peter D. Anzo
Mr. Anzo currently does not receive cash compensation for services he
provides to the Trust as its Chief Executive Officer. See "Compensation Policies
for Executive Officers" above. In order to encourage outstanding performance and
as an incentive to increase Trust performance and Share value, in fiscal 1998,
the Board of Trustees awarded Mr. Anzo an option to purchase 35,000 Shares, at a
per Share exercise price of $4.00, which option vests and becomes fully
exercisable on the first anniversary of the grant date, or on June 9, 1999.
Additionally, Mr. Anzo was awarded a bonus in the form of 10,000 Shares during
fiscal 1998.
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.
James D. Ross, Chairman Gilbert H. Watts, Jr. Phill D. Greenblatt
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.
On February 4, 1999, Mr. Watts purchased the Trust's line of credit and the
Trust paid interest to Mr. Watts monthly at the rate of 8.50% from such date
through April 27, 1999, at which time the Trust obtained a new line of credit
which expires April 27, 2000. The entire proceeds from the new line of credit
were used to repay the outstanding indebtedness to Mr. Watts. For a detailed
discussion see Item 13 - "Certain Relationships and Related Transactions."
Shareholder Performance Graph
- -----------------------------
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")
Equity REIT Total Return Index (the "Equity REIT Index") and the NAREIT Mortgage
REIT Total Return 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 December 31, 1993. 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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500 INDEX, NAREIT MORTGAGE REIT INDEX,
NAREIT EQUITY REIT INDEX AND VININGS INVESTMENT PROPERTIES TRUST
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
VININGS INVESTMENT PROPERTIES TRUST 100 134 142 236 236 242
NAREIT Equity Index 100 103 119 161 193 160
NAREIT Mortgage Index 100 76 124 187 194 137
S&P 500 Index 100 101 139 171 228 294
</TABLE>
Compensation of Board of Trustees
- ---------------------------------
Trustees who are officers of the Trust do not receive compensation for
their services as Trustees. Trustees who are not officers of the Trust (each a
"Non-Employee Trustee") receive compensation for their services as the Board of
Trustees may from time to time determine. During fiscal 1998, the Non-Employee
Trustees did not receive an annual retainer but did receive $250 for each
regular and special meetings of the Board of Trustees attended.
In addition, the Non-Employee Trustees are eligible to participate in the
Trust's 1997 Stock Option and Incentive Plan (the "1997 Incentive Plan").
Pursuant to the 1997 Incentive Plan, in fiscal 1998, the Board of Trustees
granted to the Non-Employee Trustees stock options to purchase an aggregate of
27,000 Shares, subject to certain conditions (including, without limitation,
conditions relating to vesting). In addition, Mr. Petersen, James D. Ross and
Thomas B. Bender (Mr. Bender served as a Trustee from January 1, 1998 through
May 4, 1998 the date of the 1998 Annual Meeting of Shareholders) each received
an option to purchase 3,000 Shares. Phill D. Greenblatt, Henry Hirsch and
Gilbert H. Watts, Jr. each received an option to purchase 6,000 Shares. Each of
these options was granted at a per Share exercise price of $4.00 and becomes
fully exercisable on June 9, 1999, the first anniversary of the grant date.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal and Management Shareholders
- -------------------------------------
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, 1999 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>
<CAPTION>
SHARES
TRUSTEES, EXECUTIVE OFFICERS BENEFICIALLY PERCENT OF
AND 5% SHAREHOLDERS OWNED (1) CLASS (2)
- -------------------------------------------------------- ------------------- --------------
<S> <C> <C>
Financial & Investment Management Group, Ltd. 310,758 (3) 28.23%
Paul H. Sutherland, CFP, President
417 St. Joseph Street
P.O. Box 40
Suttons Bay, MI 49682
Clifford K. Watts 90,000 (4) 8.18%
6565 Red Hill Road
Boulder, CO 80302
Peter D. Anzo 103,312 (5) 9.35%
Stephanie A. Reed 17,518 (6) 1.58%
Phill D. Greenblatt 26,505 (7) 2.40%
Henry Hirsch 62,512 (8) 5.67%
Martin H. Petersen 93,785 (9) 8.48%
James D. Ross 1,000 *
Gilbert H. Watts, Jr. 5,855 (10) *
-------------
All Trustees and officers as a group (7 persons) 310,487 (11) 27.65%
<FN>
- -------------------------
* Less than 1%
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. 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 1,100,505 Shares outstanding as
of March 31, 1999, together with applicable options to purchase Shares of
each shareholder.
(3) Based on an Amended Schedule 13D filed with the Securities and Exchange
Commission on or about April 20, 1999, Financial & Investment Management
Group, Ltd. ("FIMG") and Paul H. Sutherland, CFP, President, have shared
dispositive and voting power with respect to all such Shares.
(4) Based on a Schedule 13D filed with the Securities and Exchange Commission
on March 2, 1998.
(5) Includes 5,000 Shares that Mr. Anzo may acquire upon the exercise of
options within 60 days of March 31, 1999. Amounts reported herein do not
include 24,785 Shares beneficially owned by ANTS, Inc., ("ANTS") of which
Mr. Anzo is a minority shareholder. Mr. Anzo expressly disclaims beneficial
ownership of all such Shares and the filing of this report shall not be
deemed an admission that Mr. Anzo is the beneficial owner of such Shares.
(6) Includes 5,000 Shares that Ms. Reed may acquire upon the exercise of
options within 60 days of March 31, 1999.
(7) Includes 2,500 Shares that Mr. Greenblatt may acquire upon the exercise of
options within 60 days of March 31, 1999.
(8) Includes 2,500 Shares that Mr. Hirsch may acquire upon the exercise of
options within 60 days of March 31, 1999.
(9) Includes 5,000 Shares that Mr. Petersen may acquire upon the exercise of
options within 60 days of March 31, 1999. Amounts reported herein do not
include 24,785 Shares beneficially owned by A&P Investors, Inc., ("A&P") of
which Mr. Petersen is a minority shareholder. Mr. Petersen expressly
disclaims beneficial ownership of all such Shares and the filing of this
report shall not be deemed an admission that Mr. Petersen is the beneficial
owner of such Shares.
(10) Includes 2,500 Shares that Mr. Watts may acquire upon the exercise of
options within 60 days of March 31, 1999. Watts may be deemed to
beneficially own 3,355 Shares by virtue of his position as Managing Partner
of Watts Agent, L.P. ("Watts LP"). Mr. Watts and Watts LP have shared
dispositive and voting power with respect to all such Shares. Amounts
reported herein do not include 24,785 Shares beneficially owned by ANTS, of
which Watts LP is a minority shareholder. Additionally, amounts reported
herein do not include 24,785 Shares beneficially owned by A&P, of which
Watts LP is a minority shareholder. Mr. Watts expressly disclaims
beneficial ownership of all such ANTS and A&P Shares and the filing of this
report shall not be deemed an admission that Mr. Watts is the beneficial
owner of such Shares.
(11) Includes 22,500 Shares that may be acquired by such persons upon the
exercise of options within 60 days of March 31, 1999.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Vinings entered into management agreements with Vinings Properties, Inc.,
an affiliate of Mr. Anzo and Ms. Reed, to provide property management services
for The Thicket Apartments ("Thicket") and Windrush Apartments ("Windrush") for
a fee equal to a percentage of gross revenues plus a fee for data processing. A
total of $215,392 in management and data processing fees was incurred by the
Trust during 1998. On January 1, 1999, the Trust entered into new management
agreements with VIP Management, LLC, also an affiliate of Mr. Anzo and Ms. Reed,
to provide management services for Thicket, Windrush and Peachtree Business
Center ("Peachtree") on substantially the same terms as the previous agreements.
In addition, as a commitment to the rebuilding of the Trust, prior to 1998
The Vinings Group, Inc., an affiliate of Mr. Anzo and Ms. Reed and the parent
corporation of Vinings Properties, Inc., (collectively, "The Vinings Group"),
provided numerous services at no cost to the Trust relating to administration,
acquisition, and capital and asset advisory services. Certain direct costs paid
on the Trust's behalf were reimbursed to The Vinings Group and beginning January
1, 1998, The Vinings Group charged the Trust for certain overhead charges.
However, while the Trust has been in its initial growth stages, The Vinings
Group has been committed to providing as many services as possible to promote
the Trust's growth. A total of $45,000 was paid for 1998 to The Vinings Group
for shareholder services provided for the sole benefit of the Trust by one of
The Vinings Group's employees. In addition, a total of $105,000 was incurred for
the year ended December 31, 1998 to The Vinings Group for the reimbursement of
overhead expenses, which includes salaries and benefits for other employees
hired by The Vinings Group for the benefit of the Trust.
On June 28, 1998 the Trust renewed its line of credit in the amount of
$2,000,000 for six months, which expired on December 28, 1998. The Trust did not
renew the line of credit at that time and the bank informally extended the due
date to February 4, 1999 with interest continuing to be paid monthly until the
Trust secured alternative financing. On February 4, 1999 Mr. Watts, an
independent Trustee of the Trust, purchased the line of credit from the bank and
the Trust paid interest to Mr. Watts monthly at the annual rate of 8.50% from
such date through April 27, 1999. At that time, the Trust obtained a new line of
credit, the entire proceeds of which were used to repay the outstanding
indebtedness to Mr. Watts.
The Trust believes that all of the above relationships and 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.
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
- -------------------------
Name: Stephanie A. Reed
Title:Vice President, Secretary and
Treasurer
April 30, 1999
