SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
-------------------------------------------------
VININGS INVESTMENT PROPERTIES TRUST
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------
Payment of filing fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
2839 Paces Ferry Road
Suite 1170
Atlanta, GA 30339
(770) 984-9500
June 9, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Vinings Investment Properties Trust (the "Trust") to be held on July 11,
2000, at 10:00 a.m., local time, at the offices of the Trust at 2839 Paces Ferry
Road, Suite 1170, Atlanta, GA 30339 (the "Annual Meeting").
The Annual Meeting has been called for the purpose of considering and
voting upon the election of five Trustees, each to serve for a one-year term and
until the election and qualification of his or her successor, and such other
business as may properly come before the meeting or any adjournments or
postponements thereof.
The Board of Trustees has fixed the close of business on May 26, 2000
as the record date for determining shareholders entitled to notice of and vote
at the Annual Meeting and any adjournments or postponements thereof.
The Board of Trustees of the Trust recommends that you vote "FOR" the
election of the five nominees of the Board of Trustees as Trustees of the Trust.
It is important that your shares be represented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, you are requested to
complete, date, sign and return the enclosed proxy card in the enclosed envelope
that requires no postage if mailed in the United States. If you attend the
Annual Meeting, you may vote in person if you wish, even if you have previously
returned your proxy card.
Very truly yours,
/s/ Peter D. Anzo
_______________________
Peter D. Anzo
President and Chief Executive Officer
<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
2839 Paces Ferry Road
Suite 1170
Atlanta, GA 30339
(770) 984-9500
---------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To be Held on July 11, 2000
--------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Vinings
Investment Properties Trust (the "Trust") will be held on July 11, 2000 at 10:00
a.m., local time, at the offices of the Trust at 2839 Paces Ferry Road, Suite
1170, Atlanta, GA 30339 (the "Annual Meeting").
1. The election of five Trustees, each to serve for a one-year term and
until the election and qualification of his or her successor; and
2. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
Under the provisions of the Declaration of Trust, the Board of Trustees has
fixed the close of business on May 26, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournments or postponements thereof. Only holders of record of
common shares of beneficial interest, without par value, of the Trust at the
close of business on that date will be entitled to notice of and vote at the
Annual Meeting and any adjournments or postponements thereof.
In the event there are not sufficient votes with respect to the foregoing
proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned
to permit further solicitation of proxies.
By Order of the Board of Trustees,
/s/ Stephanie A. Reed
_____________________
Stephanie A. Reed
Secretary
June 9, 2000
Whether or not you plan to attend the Annual Meeting in person, you are
requested to complete, date, sign and return the enclosed proxy card in the
enclosed envelope that requires no postage if mailed in the United States. If
you attend the Annual Meeting, you may vote in person if you wish, even if you
have previously returned your proxy card.
<PAGE>
VININGS INVESTMENT PROPERTIES TRUST
2839 Paces Ferry Road
Suite 1170
Atlanta, GA 30339
(770) 984-9500
-----------------------------
PROXY STATEMENT
-----------------------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 11, 2000
This Proxy Statement and the enclosed Proxy Card are being furnished in
connection with the solicitation of proxies by the Board of Trustees of Vinings
Investment Properties Trust (the "Trust") for use at the Annual Meeting of
Shareholders of the Trust to be held on July 11, 2000, at 10:00 a.m., local
time, at the offices of the Trust at 2839 Paces Ferry Road, Suite 1170, Atlanta,
GA 30339 (the "Annual Meeting").
At the Annual Meeting, the shareholders of the Trust will be asked to
consider and vote upon the following matters:
1. The election of five Trustees, each to serve for a one-year term and
until the election and qualification of his or her successor; and
2. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to shareholders of the Trust on or about June 9, 2000 in connection
with the solicitation of proxies for the Annual Meeting. The Board of Trustees
has fixed the close of business on May 26, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). Only holders of record of the common shares of
beneficial interest, without par value, of the Trust (the "Shares") at the close
of business on the Record Date will be entitled to notice of and to vote at the
Annual Meeting. As of May 26, 2000 there were 1,100,491 Shares outstanding and
entitled to vote at the Annual Meeting and 656 shareholders of record. Each
Share outstanding as of the close of business on the Record Date entitles the
holder thereof to one vote on each matter properly submitted at the Annual
Meeting.
VOTING
------
The representation in person or by proxy of at least a majority of the
outstanding Shares entitled to vote is necessary to provide a quorum at the
Annual Meeting. Each Share outstanding on the Record Date is entitled to one
vote. A quorum being present, the affirmative vote of a majority of the votes
cast at the Annual Meeting is required to elect Trustees, and to approve each of
the other proposals presented at the meeting. Shares that reflect abstentions or
"broker non-votes" (i.e., shares represented at the meeting held by brokers or
nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote such shares and the broker or nominee does
not have discretionary voting power to vote such shares) will be counted for
purposes of determining whether a quorum is present for the transaction of
business at the meeting, but are not deemed to have voted on any of the
proposals.
The Annual Report of the Trust, including financial statements for the
fiscal year ended December 31, 1999 ("fiscal 1999"), is being mailed to
shareholders of the Trust concurrently with this Proxy Statement. The Annual
Report, however, is not a part of the proxy solicitation material.
PROXIES; REVOCATION OF PROXIES
------------------------------
Shareholders of the Trust are requested to complete, date, sign and
return the accompanying proxy card in the enclosed envelope. Shares represented
by properly executed proxies received by the Trust and not revoked will be voted
at the Annual Meeting in accordance with the instructions contained therein. If
instructions are not given therein, properly executed proxies will be voted
"FOR" the election of the five nominees for Trustees. It is not anticipated that
any matters other than those set forth in this Proxy Statement will be presented
at the Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the discretion of the proxy holders.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Trust, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
EXPENSES OF SOLICITATION
------------------------
All expenses of this solicitation will be borne by the Trust. Brokerage
firms, nominees, fiduciaries and other custodians have been requested to forward
proxy solicitation materials to the beneficial owners of Shares held of record
by such persons, and the Trust will reimburse such brokerage firms, nominees,
fiduciaries and other custodians for reasonable out-of-pocket expenses incurred
by them in connection therewith. In addition to solicitation of proxies by mail,
Trustees, officers and employees of the Trust, without receiving additional
compensation therefor, may solicit proxies from shareholders of the Trust by
telephone, facsimile, letter, in person or by other means.
PROPOSAL 1
ELECTION OF TRUSTEES
--------------------
The Board of Trustees of the Trust currently consists of five members, each
of whom serves for a one-year term and until the election and qualification of
his or her successor. As of the date of this Proxy Statement, two seats on the
Board of Trustees are vacant. The Board of Trustees is continuing to seek
candidates to fill these vacancies. As a result, proxies can only be voted for
the five nominees.
At the Annual Meeting, five Trustees will be elected to serve until the
2001 annual meeting of shareholders and until the election and qualification of
his or her successor. The Board of Trustees has nominated Peter D. Anzo,
Stephanie A. Reed, Phill D. Greenblatt and Henry Hirsch all of whom have served
as Trustees since 1996, and John A. Christy, who was recently elected to serve
as a Trustee on May 1, 2000. Certain information with respect to the persons
nominated by the Board of Trustees for election as Trustees is shown below under
"Information Regarding Trustees." Unless otherwise specified in the proxy, it is
the intention of the proxy holders to vote the Shares represented by each
properly executed proxy for the election as Trustees of each of the nominees.
Each of the nominees has agreed to stand for election and to serve if elected as
a Trustee. If any of the persons nominated by the Board of Trustees fails to
stand for election or is unable to accept election, however, proxies not marked
to the contrary will be voted in favor of the election of such other person as
the Board of Trustees may recommend.
<PAGE>
VOTE REQUIRED FOR APPROVAL
--------------------------
A quorum being present, the affirmative vote of a majority of the votes
cast at the Annual Meeting is necessary to elect a nominee as a Trustee of the
Trust.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE TRUST'S SHAREHOLDERS
VOTE "FOR" THE ELECTION OF EACH OF THE FIVE NOMINEES AS TRUSTEES OF THE TRUST.
INFORMATION REGARDING TRUSTEES
------------------------------
MEETINGS OF BOARD OF TRUSTEES AND COMMITTEES
--------------------------------------------
During fiscal 1999, the Board of Trustees of the Trust held ten meetings.
Each Trustee who was a Trustee during fiscal 1999 attended at least 75% of the
total number of meetings of the Board of Trustees and meetings held by all
committees of the Board of Trustees on which such Trustee served. The Board of
Trustees has established an Audit Committee and a Compensation Committee.
Stephanie A. Reed, Gilbert H. Watts, Jr. and Martin H. Petersen were members of
the Audit Committee during fiscal 1999, however, as a result of the resignations
of Messrs. Watts and Petersen, Ms. Reed is currently the only member of the
Audit Committee. The Audit Committee reviews the financial statements of the
Trust and the scope of the annual audit, monitors the Trust's internal financial
and accounting controls and recommends to the Board of Trustees the appointment
of independent certified public accountants. The Audit Committee held three
meetings during fiscal 1999. James D. Ross, Gilbert H. Watts, Jr. and Phill D.
Greenblatt were members of the Compensation Committee during fiscal 1999,
however, as a result of the resignations of Messrs. Ross and Watts, Mr.
Greenblatt is currently the only member of the Compensation Committee. The
Compensation Committee reviews the Trust's executive compensation policies and
recommends the compensation levels of executive officers of the Trust to the
Board of Trustees. See "Report of the Compensation Committee of the Board of
Trustees on Executive Compensation." The Compensation Committee met two times
during fiscal 1999. The Board of Trustees does not have a nominating committee.
On or about March 17, 2000, Messrs. Petersen, Ross and Watts resigned from their
positions on the Board of Trustees.
COMPENSATION 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 1999, the Non-Employee
Trustees did not receive an annual retainer but did receive $250 for each
regular meeting of the Board of Trustees attended through June 29, 1999. No fees
were paid to any Non-Employee Trustee after June 29, 1999.
In addition, the Non-Employee Trustees are eligible to participate in the
Trust's 1997 Stock Option and Incentive Plan (the "1997 Incentive Plan"). No
long-term incentive awards were made or granted during fiscal 1999.
<PAGE>
INFORMATION REGARDING TRUSTEES
------------------------------
Set forth below is certain information regarding the current five Trustees
of the Trust who are nominated for election by the Trust's shareholders at the
annual meeting of the Trust.
Trustee
Name Since
----- -------
Peter D. Anzo 1996
Stephanie A. Reed 1996
John A. Christy 2000
Phill D. Greenblatt 1996
Henry Hirsch 1996
PETER D. ANZO, age 46, 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 42, 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.
JOHN A. CHRISTY, age 45, has been a Trustee since May 1, 2000. Mr. Christy
is currently a partner of Schreeder, Wheeler & Flint, LLP, an Atlanta law firm,
where he focuses his law practice in the areas of real estate, litigation and
bankruptcy. He graduated from Duke University in 1977 and Emory University
School of Law in 1980. Mr. Christy is a member of the Atlanta Bar Association.
PHILL D. GREENBLATT, age 54, 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. 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 63, 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.
<PAGE>
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
EXECUTIVE COMPENSATION
----------------------
The following sections of this Proxy Statement set forth and discuss the
compensation paid or awarded during the last three years to the Trust's Chief
Executive Officer. The Trust had no executive officers who earned in excess of
$100,000 during fiscal 1999.
SUMMARY COMPENSATION TABLE
--------------------------
The following table shows for the fiscal years ended December 31, 1997,
1998 and 1999 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 $100,000 during fiscal year 1999.
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
--------------------------------------- -----------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Other Annual Restricted Underlying LTIP All Other
Salary Bonus Compensation Stock Warrants/ Payouts Compensation
Award(s) Options
Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter D. Anzo (1)
President, Chief
Executive Officer 1999 -- -- -- -- -- -- --
and Chairman of 1998 -- 40,000(2) -- -- 35,000(3) -- --
the Board 1997 -- -- -- -- 5,000(3) -- --
<FN>
(1) 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 1999 or during the fiscal years ended December 31, 1998 and
1997. 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 that 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>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
No stock options were granted during fiscal 1999. No stock appreciation
rights ("SARs") have been granted.
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 1999 by the Chief Executive Officer
(who is the only executive officer named in the Summary Compensation Table) and
certain information 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 - - 40,000 - - -
<FN>
(1) As of December 31, 1999, Mr. Anzo's stock options were not
in-the-money as the market value of the Shares was $4.00 per share,
which was less than or equal to the exercise price of the options.
</FN>
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES
ON EXECUTIVE COMPENSATION
-------------------------------------------------------------
The sole member of the Compensation Committee of the Board of Trustees of
the Trust, whose name is set forth below, has prepared the following report on
the Trust's executive compensation policies and philosophy for fiscal 1999.
General
-------
During fiscal 1999, the Compensation Committee consisted of Mr. Ross, Mr.
Watts and Mr. Greenblatt, each of whom was 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. As of the date of this report, Mr. Greenblatt is the only
remaining member of the Compensation Committee.
<PAGE>
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 real estate investment trust (a "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.
During Fiscal 1999, the officers of the Trust did not receive cash
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 Group, Inc. ("The Vinings Group"), a privately held real estate
company, from which they received compensation and benefits. Beginning August 1,
1999, the Trust began reimbursing The Vinings Group for its pro rata share of
overhead charges, which includes reimbursing The Vinings Group for a pro-rata
portion of the salaries and benefits for the officers and other employees
providing services to the Trust. See "Certain Relationships and Related
Transactions" below. 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.
No long-term incentive awards were made or granted during fiscal 1999.
<PAGE>
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.
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.
Phill D. Greenblatt
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
Although not members of the Compensation Committee, Mr. Anzo, the
President, Chief Executive Officer and Chairman of the Board of Trustees of the
Trust, and Ms. Reed, Vice President, Secretary, Treasurer and a Trustee 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.
The entire proceeds from the new line of credit were used to repay the
outstanding indebtedness to Mr. Watts. For a detailed discussion, see "Certain
Relationships and Related Transactions" below.
<PAGE>
SHAREHOLDER RETURN 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 the National Association of Real Estate Investment
Trusts' ("NAREIT") Equity REIT Total Return Index (the "Equity REIT Index") and
companies on the Standard & Poor's (S&P) 500 Stock 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, 1994. 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.
1994 1995 1996
---- ---- ----
Vinings Investment Properties Trust $100 106 176
NAREIT Equity Index $100 115 156
S&P 500 Index $100 125 138
1997 1998 1999
---- ---- ----
Vinings Investment Properties Trust 176 154 136
NAREIT Equity Index 188 155 148
S&P 500 Index 153 163 169
<PAGE>
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, 2000 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. Unless otherwise indicated,
the address for those listed below is c/o Vinings Investment Properties Trust,
2839 Paces Ferry Road, Suite 1170, Atlanta, GA 30339.
<TABLE>
<CAPTION>
Shares
Trustees, Executive Officers Beneficially Percent of
and 5% Shareholders Owned (1) Class (2)
---------------------------- ------------ ----------
<S> <C> <C> <C>
Kinder Gelt, L.P.............................................. 588,235 (3) 34.83%
2700 Delk Road
Suite 100
Marietta, GA 30067
Strico Vinings, LLC........................................... 470,588 (3) 29.95%
6065 Roswell Road
Suite 800
Atlanta, GA 30328
Watts Agent, L.P.............................................. 470,588 (3) 29.95%
1006 Trammel Street
Dalton, GA 30720
Lawrence Cooper............................................... 235,294 (3) 17.61%
1150 Lake Hearn Drive
Suite 650
Atlanta, GA 30342
Sylco, L.P.................................................... 117,647 (3) 9.66%
1150 Lake Hearn Drive
Suite 650
Atlanta, GA 30342
VIP Management, LLC........................................... 100,000 9.09%
Hirsch Investments, LLC....................................... 77,000 7.00%
2700 Delk Road
Suite 100
Marietta, GA 30067
Peter D. Anzo................................................. 716,640 (4) 61.67%
Stephanie A. Reed............................................. 51,983 (5) 4.62%
John A. Christy............................................... 600 (6) *
Phill D. Greenblatt........................................... 61,917 (7) 5.44%
Henry Hirsch.................................................. 668,749 (8) 38.70%
-------
All Trustees and officers as a group (5 persons) 1,499,889 (9) 82.37%
<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 or controlled, if any, by spouses and relatives living in the
same home as to which beneficial ownership may be disclaimed. For purposes
of Rule 13d-3, a person is deemed to be the beneficial owner of a security
if such person has the right to acquire voting or investment power with
respect to such security within 60 days.
(2) Percentages are calculated on the basis of 1,100,491 Shares outstanding as
of March 31, 2000, together with applicable options or convertible
securities of each shareholder exercisable for Shares within 60 days of the
date of this proxy statement.
(3) The Shares reported may be acquired within 60 days of the date of this
proxy statement by conversion of the preferred units of the Operating
Partnership into Shares on a one-for-one basis at the option of the
shareholder, or at the election of the Trust into an amount of cash equal
to the fair market value of the Shares at the time of the conversion.
(4) Mr. Anzo's holdings can be summarized as follows: (a) 555,125 Shares held
directly; (b) 100,000 Shares held indirectly through entities that he
currently controls; (c) 40,000 vested stock options; (d) 10,758 common
units of the Operating Partnership held indirectly through an entity that
he controls; and (e) 10,757 common units of the Operating Partnership held
directly. Mr. Anzo's stock options and common units may be exercised or
converted into Shares on a one-for-one basis within 60 days of the date of
this proxy statement.
(5) Ms. Reed's holdings can be summarized as follows: (a) 27,718 Shares held
directly; (b) 12,500 vested stock options; and (c) 11,765 preferred units
of the Operating Partnership held directly. Ms. Reed's stock options may be
exercised within 60 days of the date of this report. Ms. Reed's preferred
units may be converted into Shares on a one-for-one basis at her option, or
at the election of the Trust, into an amount of cash equal to the fair
market value of the Shares at the time of the conversion, within 60 days of
the date of this proxy statement.
(6) Mr. Christy disclaims beneficial ownership of the 600 Shares as these
shares are owned by his wife.
(7) Mr. Greenblatt's holdings can be summarized as follows: (a) 24,005 Shares
held directly; (b) 8,500 vested stock options; and (c) 29,412 preferred
units of the Operating Partnership held directly. Mr. Greenblatt's stock
options may be exercised within 60 days of the date of this report. Mr.
Greenblatt's preferred units may be converted into Shares on a one-for-one
basis at his option, or at the election of the Trust, into an amount of
cash equal to the fair market value of the Shares at the time of the
conversion, within 60 days of the date of this proxy statement.
(8) Mr. Hirsch's holdings may be summarized as follows: (a) 60,012 Shares held
directly; (b) 8,500 vested stock options; (b) 588,235 preferred units of
the Operating partnership held indirectly through an entity that he
currently controls and (c) 12,002 Shares held in trust for the benefit of
others, of which Mr. Hirsch's wife is a trustee. Mr. Hirsch may be deemed
to beneficially own the 12,002 Shares by virtue of the fact that his wife
is a co-trustee. Mr. Hirsch expressly disclaims beneficial ownership of the
12,002 Shares held in trust and the filing of this proxy statement shall
not be deemed an admission that Mr. Hirsch is the beneficial owner of such
Shares. Mr. Hirsch's stock options may be exercised within 60 days of the
date of this report. Mr. Hirsch's preferred units may be converted into
Shares on a one-for-one basis at his option, or at the election of the
Trust, into an amount of cash equal to the fair market value of the Shares
at the time of the conversion within 60 days of the date of this proxy
statement.
(9) The Trustees' and officers' holdings, as a group, may be summarized as
follows: (a) 666,860 Shares held directly; (b) 112,602 Shares held
indirectly through currently controlled entities; (c) 69,500 vested stock
options; (d) 10,757 common units of the Operating Partnership held
directly; (e) 10,758 common units of the Operating Partnership held
indirectly; (f) 41,177 preferred units of the Operating Partnership held
directly; and (g) 588,235 preferred units of the Operating Partnership held
indirectly. The Trustees' and officers' stock options, common units and
preferred units may be exercisable for or converted into an equal number of
Shares within 60 days of the date of this proxy statement.
</FN>
</TABLE>
CHANGE OF CONTROL
-----------------
The Trust has experienced a change of control since the beginning of fiscal
1999. As of January 1, 1999, the Trust had four significant beneficial owners of
its Shares: Financial & Investment Management Group, Ltd. - 28.24%, Peter D.
Anzo - 12.13%, Martin H. Petersen - 8.73% and Clifford K. Watts - 8.18%. As a
result of the transactions described below, Mr. Anzo now is the primary
beneficial owner of the Trust's Shares, holding 61.67% of the Trust's Shares as
of the date of this proxy statement. All information regarding Share ownership
has been derived from the most recently filed Schedule 13D for such person.
o Effective March 1, 2000, in a private transaction which was completed
approximately March 17, 2000, Mr. Anzo acquired beneficial ownership
of an additional 547,982 Shares of the Trust.
o Of the 547,982 Shares acquired by Mr. Anzo, 437,225 Shares were
acquired directly by Mr. Anzo for an aggregate purchase price of
$2,382,876. The consideration for the purchase of the 437,225 Shares
was comprised of four sources: (1) a personal loan to Mr. Anzo from
Watts Agent, L.P. dated March 1, 2000 in the amount of $1,285,000,
which is secured by a pledge of 566,966 of Mr. Anzo's Shares,
evidenced by the Margin Stock Pledge Agreement and the Amendment to
the Margin Stock Pledge Agreement both dated as of March 1, 2000 and
which have been filed as exhibits to Mr. Anzo's Amendment No. 4 to
Schedule 13D filed on May 2, 2000 and are incorporated herein by
reference, (2) a draw on a home-equity line of credit from Regions
Bank in the amount of $500,000 which has also been filed as an exhibit
to Mr. Anzo's Amendment No. 4 to Schedule 13D filed on May 2, 2000 and
is incorporated herein by reference, (3) an exchange of certain
partnership interests and other economic interests held by Mr. Anzo in
certain real estate investments with one of the sellers of Shares
totaling $400,003, and (4) certain personal funds of Mr. Anzo.
o 100,000 of these Shares were acquired for an aggregate purchase price
of $545,000 by VIP Management, LLC ("VIP"). By virtue of his ownership
interest in VIP, Mr. Anzo may be deemed the beneficial owner of the
securities over which VIP has voting and dispositive power.
o Mr. Anzo has the right to acquire the remaining 10,757 Shares upon
conversion of an equal number of partnership interests (the "Units")
in Vinings Investment Properties, L.P. (the "Operating Partnership").
The Units were acquired for an aggregate purchase price of $58,626.
The consideration for the purchase of the 10,757 Units was the
exchange of certain partnership interests and other economic interests
held by Mr. Anzo in certain real estate investments with the seller of
the Units.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Trust is a party to certain management agreements with VIP, an
affiliate of Mr. Anzo and Ms. Reed, to provide management services to the
properties owned by the Trust. A total of $455,447 in management and data
processing fees was incurred by the Trust during 1999. In addition, during 1999
VIP provided a number of services to the Trust relating to administrative,
acquisition and capital and asset advisory services. Certain direct costs paid
on Vinings' behalf were reimbursed to VIP and VIP has charged Vinings for
certain overhead charges. Beginning August 1, 1999, the Trust also paid for its
pro-rata share of rent, administrative and other overhead charges, including the
reimbursement for a pro-rata portion of salaries and benefits for the officers
and other employees providing services to the Trust which totaled $265,280.
These payments to VIP represent greater than 5% of VIP's gross revenues for its
last full fiscal year. Mr. Anzo may be deemed to have an indirect material
interest in these transactions because he is a managing member of VIP and owns
95% of its membership interests. Ms. Reed may also be deemed to have an indirect
material interest in these transactions because she is also a managing member of
VIP and owns the remaining 5% of VIP's membership interests. The Trust expects
that VIP will continue to provide management, administrative, acquisition and
capital and asset advisory services to the Trust in the current fiscal year.
In connection with Vinings' acquisition of eight multifamily communities in
Mississippi on May 1, 1999, MFI Realty, Inc., ("MFI"), an affiliate of Mr. Anzo
and Ms. Reed, received an acquisition fee from Vinings totaling $400,276, which
represents greater than 5% of MFI's gross revenues for its last full fiscal
year. Mr. Anzo is an officer of MFI and may be deemed to have an indirect
material interest in this transaction as a result of his majority ownership
interest in the parent company that owns MFI. Ms. Reed is also an officer of MFI
and may be deemed to have an indirect material interest in this transaction as a
result of her minority ownership interest in the parent company that owns MFI.
The Trust does not expect to pay any additional fees to MFI in its current
fiscal year unless MFI presents the Trust with another acquisition opportunity.
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, who was a
Trustee at the time, 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.
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, the Trust believes that during its 1999 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 that the following individuals had late filings during fiscal 1999: Peter
D. Anzo (Form 5 for purchase of common units in the Operating Partnership); Phil
Greenblatt (Form 4 for purchase of preferred units in the Operating
Partnership); Henry Hirsch (Form 4 for purchase of preferred units in the
Operating Partnership); Martin H. Petersen (Form 5 for purchase of common units
in the Operating Partnership); Stephanie Reed (Form 4 for the purchase of
preferred units in the Operating Partnership); and Gilbert H. Watts, Jr. (Form 4
for the purchase of preferred units in the Operating Partnership).
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
---------------------------------------------------------------
Shareholder proposals that are intended to be presented at the 2001 annual
meeting of shareholders of the Trust must be received by the Trust on or before
February 10, 2001 in order to be considered for inclusion in the Trust's proxy
statement for such meeting. Such a proposal must also comply with the
requirements as to form and substance established by the SEC in order to be
included in the proxy statement and should be directed to: Secretary, Vinings
Investment Properties Trust, 2839 Paces Ferry Road, Suite 1170, Atlanta, GA
30339.
INDEPENDENT AUDITORS
--------------------
The Board of Trustees has selected the firm of Habif, Arogeti & Wynne LLP,
independent public accountants, as the auditors of the financial statements of
the Trust and its subsidiaries for its current fiscal year ending December 31,
2000. A member of Habif, Arogeti & Wynne LLP will be present at the Annual
Meeting and will be given the opportunity to make a statement and to answer any
questions any shareholder may have with respect to the financial statements of
the Trust for fiscal 1999.
The following disclosure appeared in the Trust's Current Report on Form 8-K
filed with the SEC on February 23, 2000.
On February 17, 2000, the Trust dismissed Arthur Andersen LLP as
independent public accountants for the Trust. For the fiscal years ended
December 31, 1997 and 1998 ("fiscal 1997" and fiscal 1998"), Arthur Andersen LLP
had examined and reported upon the Trust's financial statements and had served
as the Trust's independent public accountants. For fiscal 1999 and through the
dismissal of Arthur Andersen LLP on February 17, 2000, Arthur Andersen LLP
served as the Trust's independent public accountants but did not examine and/or
report upon the Trust's fiscal 1999 financial statements.
On February 17, 2000, the Trust engaged Habif, Arogeti & Wynne, LLP as the
independent public accountants to examine and report upon the Trust's financial
statements for Fiscal 1999. The change in independent public accountants
followed a decision by management and approval by the Audit Committee and the
Board of Trustees, that it was in the best interest of the of the Trust to
review the relationship between the Trust and its independent public accounting
firm with respect to services provided and fees charged. The Audit Committee
solicited and received a proposal from and interviewed Habif, Arogeti & Wynne,
LLP concerning audit and certain tax services to be provided for fiscal 1999
prior to making the decision to dismiss Arthur Andersen LLP and to engage Habif,
Arogeti & Wynne, LLP. During the Trust's two most recent fiscal years and any
subsequent interim period prior to engaging Habif, Arogeti & Wynne LLP, neither
the Trust nor anyone on its behalf consulted Habif, Arogeti & Wynne LLP
regarding any matter described in Item 304(a)(2)(i) or (ii) of Regulation S-K.
In connection with the audits of fiscal 1997 and fiscal 1998 and through
the dismissal of Arthur Andersen LLP on February 17, 2000, there were no
disagreements with Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreements if not resolved to their satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with
their report. During the Trust's two most recent fiscal years and through the
dismissal of Arthur Andersen LLP on February 17, 2000, none of the kind of
events listed in paragraphs (A) through (D) of Item 304 (a) (1) (v) of
Regulation S-K occurred.
Neither of the audit reports of Arthur Andersen LLP on the consolidated
financial statements of the Trust for fiscal 1997 nor fiscal 1998 contained any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
OTHER MATTERS
-------------
The Board of Trustees does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
Whether or not you plan to attend the Annual Meeting in person, you are
requested to complete, date, sign and return the enclosed proxy card in the
enclosed envelope that requires no postage if mailed in the United States.
