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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)
April 29, 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(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
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phill D. Greenblatt
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
61,917
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
61,917
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
None
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,917 shares of beneficial interest
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.44%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 927428201 13D
ITEM 1. SECURITY AND ISSUER
----------------------------
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
--------------------------------
(a) Name:
Phill D. Greenblatt ("Mr. Greenblatt")
(b) Business Address:
3033 East First Avenue
Suite 805
Denver, CO 80206
(c) Principal Occupation: Name and address of Principal Business
Address:
President
p.d.g. Real Estate
3033 East First Avenue
Suite 805
Denver, CO 80206
(d) and (e) During the last five years Mr. Greenblatt has neither 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.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
-----------------------------------------------------------
On April 29, 1999, Mr. Greenblatt purchased 29,412 Preferred Units of
Vinings Investment Properties, L.P. (the "Operating Partnership"), which is a
subsidiary of the Trust for an aggregate purchase price of $125,000. 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 29,412 Preferred Units of
the Trust was from personal funds of Mr. Greenblatt.
Item 4. Purpose of Transaction.
---------------------------------
As described in Item 3 above, Mr. Greenblatt purchased 29,412 Preferred
Units of the Trust in a private transaction that was completed on April 29, 1999
and which may be converted at any time after April 29, 2000, as described in
Item 3 above, for investment purposes only.
Mr. Greenblatt has no present plan to acquire additional securities of the
Trust; however, no assurance can be given that Mr. Greenblatt may not from time
to time acquire additional securities of the Trust depending upon future market
conditions. Except as set forth herein and except as may be required to carry
out his duties and responsibilities as a trustee of the Trust, Mr. Greenblatt
has no present plan or proposal, which would relate to or would result in:
(a) the acquisition of additional securities of the Trust, or the
disposition of securities of the Trust;
(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 the Issuer.
----------------------------------------------
(a) The aggregate number of Shares of the Trust beneficially owned by Mr.
Greenblatt is 61,917, representing 5.44% of the issued and outstanding Shares as
of the date hereof.
Of the 61,917 Shares beneficially owned by Mr. Greenblatt, 8,500 Shares are
in the form of options issued under the Trust's 1997 Stock Option and Incentive
Plan which Mr. Greenblatt has the right to acquire and 29,412 Shares are the
Preferred Units described in Item 3 above which are eligible for conversion at
any time after April 29, 2000.
(b) Mr. Greenblatt has sole power to vote and sole power to dispose of
61,917 Shares of the Trust.
(c) Mr. Greenblatt has not effected any transactions in the Shares of the
Trust during the past 60 days.
(d) Upon conversion of the Preferred Units of the Operating Partnership
into Shares, Mr. Greenblatt would be entitled to receive dividends on the Shares
and any proceeds from a sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
------------------------------------------------------------------------------
None.
Item 7. Material to be Filed as Exhibits.
------------------------------------------
None.
<PAGE>
SIGNATURE
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.
10/8/00
----------------------------------------
(Date)
/s/ Phill D. Greenblatt
----------------------------------------
Phill D. Greenblatt
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
