UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 29, 1999
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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 filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter 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
Kinder Gelt, LP
58-1354621
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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
Georgia
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NUMBER OF 7 SOLE VOTING POWER
SHARES 588,235
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 588,235
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
588,235 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)
34.83%
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14 TYPE OF REPORTING PERSON*
PN
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<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
Henry Hirsch
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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
Georgia
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NUMBER OF 7 SOLE VOTING POWER
SHARES 668,749
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 668,749
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,749 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)
38.70%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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 2839 Paces Ferry Road, Suite 1170, Atlanta,
GA 30339.
ITEM 2. IDENTITY AND BACKGROUND
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This Schedule 13D is filed by Kinder Gelt, L.P., a Georgia limited partnership
("Kinder Gelt") and its sole general partner, Mr. Henry Hirsch ("Mr. Hirsch").
Mr. Hirsch is a citizen of the United States and a Trustee of the Trust. This
Schedule 13D amends (only with respect to the items listed herein), and should
be read in conjunction with, the Schedule 13D filed by Mr. Hirsch on August 2,
1996.
Kinder Gelt's principal business is investments, and its principal business and
office addresses are 2700 Delk Road, Suite 100, Marietta, GA 30067.
Mr. Hirsch's principal business is investments, and Mr. Hirsch's principal
business and office addresses are 2700 Delk Road, Suite 100, Marietta, GA 30067.
During the last five years, neither Kinder Gelt nor Mr. Hirsch have been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
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On April 29, 1999, Kinder Gelt purchased 588,235 Preferred Units of Vinings
Investment Properties, L.P. (the "Operating Partnership"), which is a subsidiary
of the Trust for an aggregate purchase price of $2,500,000. The Preferred Units
are convertible on a one-for-one basis into Shares of the Trust, at any time
after April 29, 2000 at the option of the holder, or at the election of the
Trust, for cash equal to the fair market value of such Shares at the time of the
conversion.
The source of the funds for the purchase of the 588,235 Preferred Units of the
Trust was from personal funds of Mr. Hirsch.
ITEM 4. PURPOSE OF TRANSACTION
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As described in Item 3 above, Kinder Gelt purchased 588,235 Preferred Units of
the Trust in a private transaction that was completed on April 29, 1999 for
investment purposes only.
Neither Kinder Gelt nor Mr. Hirsch, as sole general partner of Kinder Gelt, have
any present plan or proposal, except as may be required to carry out his duties
and responsibilities as a Trustee of the Trust, which relate to or would result
in:
(a) the acquisition of additional securities of the Trust, or the disposition of
securities of the Trust; however, no assurance can be given that as general
partner of Kinder Gelt, Mr. Hirsch may not, from time to time, acquire or
dispose of additional securities of the Trust depending on future market
conditions;
<PAGE>
(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) According to the Trust's most recent Form 10-Q filed on May 17, 2000 with
the Securities and Exchange Commission there were 1,100,491 shares of Common
stock issued and outstanding.
The aggregate number and percentage of class of securities identified pursuant
to Item 1 beneficially owned by each of Kinder Gelt and Mr. Hirsch may be found
in rows 11 and 13 of each of their respective cover pages. As sole general
partner of Kinder Gelt, Mr. Hirsh may be deemed the beneficial owner of the
securities for which Kinder Gelt has voting and dispositive power.
In addition, Mr. Hirsch may be deemed to beneficially own 12,002 Shares held in
trust for the benefit of others by virtue of the fact that his wife is a
co-trustee of the trusts. Mr. Hirsch expressly disclaims beneficial ownership of
the 12,002 Shares held in trust and the filing of this Schedule 13D shall not be
deemed an admission that Mr. Hirsch is the beneficial owner of such Shares.
(b) Kinder Gelt and Mr. Hirsch each possesses the voting and dispositive power
as found in rows 7 through 10 of each of their respective cover pages regarding
the shares discussed herein.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed herein.
(d) Upon conversion of the Preferred Units of the Operating Partnership into
Shares, the partners of Kinder Gelt would be entitled to receive dividends on
the Shares and any proceeds from a sale of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
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Other than the Joint Filing Agreement attached as Exhibit 99.1 to this Schedule
13D, and except as otherwise disclosed herein, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
or between such persons and any person with respect to the securities of the
Trust.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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(a) Joint Filing Agreement
SIGNATURE
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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: June 14 , 2000 KINDER GELT, L.P.
By:________________________________
Signature
________________________________
Henry Hirsch, As General Partner
