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)
(Amendment No.3)
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
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)
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
[ ].
*The remainder of the 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).
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
Peter D. Anzo
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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
BK, PF and OO
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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 716,641
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 716,641
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
716,641 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)
61.67%
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14 TYPE OF REPORTING PERSON
IN
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Schedule 13D
This Amendment No. 3 to Schedule 13D (the "Third Amendment") should be read in
conjunction with the Schedule 13D filed with the Securities and Exchange
Commission on August 2, 1996 (the "Schedule 13D") and Amendment No. 1 to
Schedule 13D filed on August 7, 1998 and Amendment No. 2 to the Schedule 13D
filed on July 22, 1999 relating to the common shares of beneficial interest,
without par value (the "Shares") of Vinings Investment Properties Trust, a
Massachusetts business trust (the "Trust"). This Third Amendment amends the
Schedule 13D only with respect to those items listed below. All capitalized
terms not otherwise defined shall have the meaning ascribed thereto in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Effective March 1, 2000, in a private transaction which was completed
approximately March 17, 2000, Mr. Anzo acquired beneficial ownership of 537,225
Shares of the Trust.
Of these 537,225 Shares, 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 (the
"Note"), 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 are included herewith
as exhibits, (2) a draw on a home-equity line of credit from Regions Bank in the
amount of $500,000 which is included herewith as an exhibit, (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.
The remaining 100,000 Shares were acquired for an aggregate purchase price of
$545,000 by VIP Management, LLC, ("VIP") an entity currently controlled by Mr.
Anzo.
In addition, effective March 1, 2000 in a private transaction which was
completed approximately March 17, 2000, Mr. Anzo acquired 10,757 partnership
interests (the "Units") in Vinings Investment Properties, L.P. (the "Operating
Partnership") 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 held with the seller of the Units.
ITEM 4. PURPOSE OF TRANSACTION.
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As described in Item 3 above, Mr. Anzo acquired beneficial ownership of 537,225
Shares and 10,757 Units for investment purposes only in a private transaction
that was effective March 1, 2000 and was completed on or about March 17, 2000.
Mr. Anzo has no present plan or proposal, except as may be required 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 included herewith as an exhibit; however, no assurance can be
given that 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) Mr. Anzo beneficially owns 716,641 Shares of the Trust, representing 61.67%
of the issued and outstanding Shares as of the date hereof. Amounts reported
herein include:
- 99,312 Shares personally held and previously reported by Mr. Anzo;
- 18,589 Shares now personally held that were previously reported as Shares
indirectly held by Mr. Anzo by virtue of his ownership interest in ANTs, Inc.;
- 40,000 Shares that were previously reported that Mr. Anzo may acquire
upon the exercise of stock options;
- 437,225 Shares personally held that were purchased by Mr. Anzo effective
March 1, 2000, in a private transaction as described herein;
-100,000 Shares owned by VIP which Mr. Anzo may be deemed to beneficially
own by virtue of his ownership interest in VIP. Mr. Anzo disclaims beneficial
ownership of 5,000 of the Shares held by VIP and this Third Amendment shall not
be deemed an admission that Mr. Anzo is the beneficial owner of such securities.
- 10,757 Units personally held by Mr. Anzo that are convertible on a
one-for-one basis into Shares, at any time, at the option of the holder, or at
the election of the Trust, the cash equal to the fair market value of such
Shares at the time of the conversion, which were purchased by Mr. Anzo effective
March 1, 2000, in a private transaction as described herein;
- 10,758 Units owned by The Vinings Group that Mr. Anzo may be deemed to
beneficially own by virtue of his ownership interest in The Vinings Group, that
are convertible on a one-for-one basis into Shares, at any time, at the option
of the holder, or at the election of the Trust, the cash equal to the fair
market value of such Shares at the time of the conversion.
(b) Mr. Anzo has sole power to vote or to direct the vote and sole power to
dispose of or direct the dispostion of 716,641 Common Shares of theTrust.
(c) In a private transaction that was effective March 1, 2000 and completed on
or about March 17, 2000, Mr. Anzo purchased 437,225 Shares from certain other
shareholders for a price of $5.45 per Share. In addition, Mr. Anzo also
purchased 10,757 Units for a price of $5.45 per Unit.
In the same transaction VIP purchased 100,000 Shares for a price of $5.45 per
Share.
(d) The members of VIP, and the shareholders of The Vinings Group upon
conversion into shares of the Units held by TheVinings Group, are and 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 described in Item 3 above, Mr. Anzo has pledged 566,966 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 has been filed as an exhibit hereto. 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 the Note to Watts Agent,
L.P., 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 included herewith as an exhibit;
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Promissory Note dated March 1, 2000 in the amount of $1,285,000.
(b) Margin Stock Pledge Agreement dated March 1, 2000 in the face amount of
$1,285,000.
(c) Amendment to the Margin Stock Pledge Agreement dated March 1, 2000.
(d) Units Purchase and Sale Agreement dated March 1, 2000.
(e) Regions Bank Promissory Note dated February 4, 2000.
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: May ____, 2000 /s/ Peter D. Anzo
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Peter D. Anzo
