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, 1999 Commission file number 0-13693
VININGS INVESTMENT PROPERTIES TRUST
(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:
Common Shares of Beneficial Interest without par value
(Title of Class)
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the period ended December 31, 1999 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
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information Regarding Trustees
- ------------------------------
Set forth below is certain information regarding the current four 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
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 41, 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 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 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 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.
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, 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 (Form 4 for
the purchase of preferred units in the Operating Partnership).
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. The Trust
had no executive officers who earned in excess of $100,000 during fiscal 1999.
Summary Compensation Table
- --------------------------
The following table shows for the fiscal years ended December 31, 1997, 1998 and
1999 the annual compensation paid by the Trust to the Chief Executive Officer.
<TABLE>
<CAPTION>
-------------------------------------- ------------------------------------
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------- ------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK WARRANTS / PAYOUTS COMPENSATION
AWARD(S)
Year ($) ($) ($) ($) Options (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter D. Anzo (1) 1999 - - - - - - -
President, Chief 1998 - 40,000(2) - - 35,000 (3) - -
Executive 1997 - - - - 5,000 (3) - -
Officer and
Chairman of
the Board
<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 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
- --------------------------------
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 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 Value Underlying Unexercised In-the-Money Options/
Name on Exercise(#) Realized Options/Warrants at FY-End (#) Warrants at FY-End (#)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Peter D. Anzo - - 40,000 - - (1) -
<FN>
(1) As of December 31, 1999, Mr. Anzo's stock options were not in-the-money
because 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>
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 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.
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.
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 1999, the Non-Employee
Trustees did not receive an annual retainer but did receive $250 for each
regular and special meeting of the Board of Trustees attended through June 29,
1999 No fees were paid to the 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.
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, 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, 3111
Paces Mill Road, Suite A-200, Atlanta, GA 30339.
<PAGE>
<TABLE>
<CAPTION>
Shares
------------------------------
Trustees, Executive Officers Beneficially Percent of
and 5% Shareholders Owned (1) Class (2)
------------------- --------- ----------
<S> <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................................................. 716,641 (4) 61.67%
Stephanie A. Reed............................................. 51,983 (5) 4.62%
Phill D. Greenblatt........................................... 61,917 (6) 5.44%
Henry Hirsch.................................................. 656,747 (7) 38.70%
---------
All Trustees and officers as a group (4 persons) 1,487,288 (8) 81.68%
<FN>
(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. 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 report.
(3) The Shares reported may be acquired within 60 days of the date of this
report 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) 536,537 Shares held
directly; (b) 118,589 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 report.
(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 report.
(6) 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 report.
(7) Mr. Hirsch's holdings may be summarized as follows: (a) 60,012 Shares held
directly; (b) 8,500 vested stock options; and (c) 588,235 preferred units
of the Operating partnership owned by Kinder Gelt, L.P, a partnership of
which Mr. Hirsch is the controlling general partner. 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 report.
(8) The Trustees' and officers' holdings, as a group, may be summarized as
follows: (a) 648,272 Shares held directly; (b) 118,589 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 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 report.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Trust is a party to certain management agreements with VIP Management, LLC,
("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 $167,103, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Vinings Investment Properties Trust
By: /s/ Peter D. Anzo
-----------------
Peter D. Anzo
President and
Chief Executive Officer
Dated: May 1, 2000
Pursuant to the requirements of the Security and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
---------- -------- ---------
/s/ Peter D. Anzo Chief Executive Officer, May 1, 2000
----------------- President and Trustee
Peter D. Anzo
/s/ Stephanie A. Reed Vice President, Treasurer, May 1, 2000
--------------------- Secretary and Trustee
Stephanie A. Reed
/s/ Phill D. Greenblatt Trustee May 1, 2000
-----------------------
Phill D. Greenblatt
/s/ Henry Hirsch Trustee May 1, 2000
-----------------------
Henry Hirsch
