UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
VININGS INVESTMENT PROPERTIES TRUST
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(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, without par value
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(Title of Class of Securities)
927428 20 1
(CUSIP Number)
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Peter D. Anzo
President and Chief Executive Officer
Vinings Investment Properties Trust
2839 Paces Ferry Road
Atlanta, GA 30339
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2000
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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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
<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
VIP Management, LLC
58-2241652
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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
WC
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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 100,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 Common 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)
9.09%
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14 TYPE OF REPORTING PERSON
OO
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<PAGE>
ITEM 1. SECURITY AND ISSUER
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The securities to which this statement relates are the common 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 VIP Management LLC, a Georgia limited liability
company ("VIP"). This Schedule 13D also includes the information required by
Items 2-6, inclusive, of Schedule 13D for Mr. Peter D. Anzo ("Mr. Anzo"), the
controlling managing member of VIP, as required by the instructions to such
schedule. For further information relating solely to Mr. Anzo, please refer to
the Schedule 13D filed by Mr. Anzo with the Securities and Exchange Commission
on May 2, 2000.
VIP's principal business is property management and its principal business and
office addresses are 2839 Paces Ferry Road, Suite 1170, Atlanta, GA 30339.
Mr. Anzo, whose principal business is the acquisition and management of real
estate investments, is a citizen of the United States. Mr. Anzo's principal
business and office addresses are 2830 Paces Ferry Road, Suite 1170, Atlanta, GA
30339.
During the last five years, neither VIP nor Mr. Anzo 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
---------------------------------------------------------
Effective March 1, 2000, in a private transaction that was completed
approximately March 17, 2000, VIP acquired 100,000 Shares for an aggregate
purchase price of $545,000 and Mr. Anzo acquired beneficial ownership of 100,000
Shares of the Trust. The source of funds for the acquisition was from working
capital of the company.
ITEM 4. PURPOSE OF TRANSACTION
-------------------------------
As described in Item 3 above, VIP acquired ownership of 100,000 Shares of the
Trust and Mr. Anzo acquired beneficial ownership in a private transaction that
was effective March 1, 2000 and was completed on or about March 17, 2000. The
acquisition was for investment purposes only.
Neither VIP nor Mr. Anzo have any present plan or proposal, except as may be
required by Mr. Anzo to carry out his duties and responsibilities as Chairman of
the Board of Trustees, President and Chief Executive Officer of the Trust, which
relates to or would result in:
(a) the acquisition or the disposition of additional securities of the Trust,
except that Mr. Anzo has agreed to acquire 470,588 preferred units of the
Operating Partnership from Watts Agent, L.P., Gilbert H. Watts, Jr. and any
Watts family member ("Watts Affiliates") on the earlier of March 1, 2002 or the
acceleration of the maturity of the Margin Loan Note, pursuant to the terms and
conditions of that certain Units Purchase and Sale Agreement dated March 1,
2000, which is incorporated herein by reference; however, no assurance can be
given that either VIP or Mr. Anzo may not, from time to time, acquire or dispose
of additional securities of the Trust depending on future market conditions;
(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
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
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(a) VIP beneficially owns 100,000 Shares of the Trust, representing 9.09% of the
issued and outstanding Shares as of the date hereof.
Mr. Anzo beneficially owns an aggregate of 716,641 Shares of the Trust,
including the Shares owned by VIP, representing 61.67% of the issued and
outstanding Shares as of the date hereof.
(b) VIP has sole power to vote or to direct the vote and sole power to dispose
of or direct the disposition of 100,000 Shares of the Trust.
Mr. Anzo has sole power to vote or to direct the vote and sole power to dispose
of or direct the disposition of an aggregate of 716,641 Shares of the Trust,
including the Shares owned by VIP.
(c) In a private transaction that was effective March 1, 2000 and completed on
or about March 17, 2000, VIP purchased 100,000 Shares for a price of $5.45 per
Share. There has been no transaction in the class of securities of the Trust by
VIP or Mr. Anzo since the filing of Mr. Anzo's amended 13D on May 2, 2000.
(d) The members of VIP will be entitled to receive dividends on the Shares and
any proceeds of a sale of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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As previously reported in Mr. Anzo's 13D filed on May 2, 2000, Mr. Anzo has
pledged 566,966 Shares, including the VIP Shares, to Watts Agent, L.P. pursuant
to the terms of that certain Margin Stock Pledge Agreement by and between Peter
D. Anzo and Watts Agent, L.P., (the "Stock Pledge Agreement"), which is
incorporated herein by reference. In brief, the Stock Pledge Agreement provides
that Mr. Anzo retains all voting power with respect to the pledged Shares unless
and until an Event of Default occurs. According to the terms of the Stock Pledge
Agreement, an Event of Default will occur if, among other things, (a) Mr. Anzo
fails to make payments on a promissory note dated March 1, 2000 to Watts Agent,
L.P., which is incorporated herewith by reference, or (b) Mr. Anzo fails to
perform any convenant contained in the Stock Pledge Agreement. In the event that
an Event of Default occurs, Watts Agent, L.P. may elect to take legal title to
the pledged Shares.
As reported in Item 4 above, Mr. Anzo has agreed to acquire 470,588 preferred
units in the Operating Partnership from Watts Affiliates on the earlier of March
1, 2002 or the acceleration of the maturity of the Margin Loan Note, pursuant to
the terms and conditions of that certain Units Purchase and Sale Agreement dated
March 1, 2000, which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
-----------------------------------------
As noted below, certain of the exhibits required by this Item 7 have been filed
with previous reports by Mr. Anzo and are incorporated by reference herein.
(a) Promissory Note dated March 1, 2000 in the amount of $1,285,000
(Incorporated by reference to Exhibit 10.2 to Mr. Anzo's Amendment No. 4 to
Schedule 13D filed on May 2, 2000, File No. 005-39358).
(b) Margin Stock Pledge Agreement dated March 1, 2000 (Incorporated by reference
to Exhibit 10.3 to Mr. Anzo's Amendment No. 4 to Schedule 13D filed on May 2,
2000, File No. 005-39358).
(c) Amendment to the Margin Stock Pledge Agreement dated March 1, 2000
(Incorporated by reference to Exhibit 10.4 to Mr. Anzo's Amendment No. 4 to
Schedule 13D filed on May 2, 2000, File No. 005-39358).
(d) Units Purchase and Sale Agreement dated March 1, 2000 (Incorporated by
reference to Exhibit 10.5 to Mr. Anzo's Amendment No. 4 to Schedule 13D filed on
May 2, 2000, File No. 005-39358).
<PAGE>
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: July 11, 2000
VIP Management, LLC
/s/ Peter D. Anzo
By: _______________________________
Peter D. Anzo
Manager
