UNITED STATES
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 INTERST, without par value
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(Title of Class of Securities)
927428 20 1
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(CUSIP Number)
Steven A. Goodman
GOLDBERG & SIMPSON, P.S.C.
3000 National City Tower
Louisville, Kentucky 40202
(502) 589-4440
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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 OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Watts Agent, L.P.
58-1791088
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2. CHECK THE APPRPRIATE 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 470,588
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 470,588
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,588 shares of beneficial interest
<PAGE>
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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)
29.95%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 927428 20 1 13D
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1. NAME OR REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
Gilbert H. Watts, Jr.
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2. CHECK THE APPRPRIATE 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
<PAGE>
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NUMBER OF 7 SOLE VOTING POWER
SHARES 479,088
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 479,088
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,088 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)
30.33%
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14 TYPE OF REPORTING PERSON*
IN
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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,
Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND
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This statement is filed by Watts Agent, L.P. ("Watts LP"), of which Gilbert H.
Watts, Jr., is the managing partner. Watts LP is a limited partnership formed
in Georgia which manages various real estate investments, including residential,
commercial and industrial properties. The principal offices and principal
business address of Watts LP are 1006 Trammel Street, Dalton, Georgia 30720.
<PAGE>
During the last five years, neither Watts LP nor Mr. Watts 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, Watts LP purchased 470,588 Preferred Units of Vinings
Investment Properties , L.P. (the "Operating Partnership"), which is a
subsidiary of the Trust for an aggregate purchase price of $2,000,000. 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 470,588 Preferred Units of the
Trust was from personal funds of Mr. Watts.
ITEM 4. PURPOSE OF THE TRANSACTION
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As described in Item 3 above, Watts LP purchased 470,588 Preferred Units of the
Trust in a private transaction that was completed on April 29, 1999 for
investment purposes only.
Neither Watts LP nor Mr. Watts, as managing partner of Watts LP have any
present plan or proposal 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 managing
partner of Watts LP, Mr. Watts 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;
(f) 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;
<PAGE>
(g) 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;
(h) 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 Watts LP and Mr. Watts may be found in
rows 11 and 13 of each of their respective cover pages. As managing partner in
Watts LP, Mr. Watts may be deemed the beneficial owner of the securities for
which Watts LP has voting and dispositive power.
(b) Watts LP and Mr. Watts 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 Watts LP 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 RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER:
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Other than the Joint Filing Agreement attached as Exhibit 1 to this Schedule
13D, and except as otherwise disclosed herein, there are no contracts,
arrangements, understanding or relationship among the persons named in Item 2 or
between such persons and any person with respect to the securities of the Trust.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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(a) Joint Filing Agreement
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.
Date: July 17, 2000 WATTS AGENT, L.P.
By: /s/ Gilbert H. Watts
______________________
<PAGE>
Signature
Gilbert H. Watts, Managing Partner
_______________________________
Name/Title
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that the Schedule 13D to which this Joint Filing
Agreement is being filed as an Exhibit shall be a joint statement filed on
behalf of each of the undersigned.
Date: July 17, 2000
WATTS AGENT, L.P.
By: /s/ Gilbert H. Watts
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Signature
Gilbert H. Watts, Managing Partner
________________________________
Name/Title
/s/ Gilbert H. Watts
________________________________
