UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
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)
March 17, 2000
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(Date of Event which Requires Filingof 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
Martin H. Petersen.
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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 8,000
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,000 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)
.722%
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14 TYPE OF REPORTING PERSON*
IN
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Schedule 13D
This Amendment No. 2 to Schedule 13D (the "Amendment") should be read
in conjunction with the Schedule 13D filed with the Securities and Exchange
Commission on August 2, 1996 and the Amendment No. 1 to Schedule 13D
filed with the Securities and Exchange Commission on August 7, 1998
relating to the shares of beneficial interest, without par value (the "Shares"),
of Vinings Investment Properties Trust, a Massachusetts business trust (the
"Trust"). This 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 5. INTEREST IN SECURITIES OF ISSUER:
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(a) Mr. Petersen is the beneficial owner of 8,000 Shares of the Trust as
of the date hereof by virtue of 8,000 Shares which Mr. Petersen may acquire
upon the exercise of options within 60 days of July 17, 2000.
(b) Mr. Petersen has power to vote or dispose of 8,000 Shares of the
Trust as of the date hereof by virtue of 8,000 Shares which Mr. Petersen may
acquire upon the exercise of options within 60 days of July 17, 2000.
(c) Mr. Petersen sold 107,249 Shares of the Trust in a private
transaction effective March 1, 2000 and completed on or about March 17,
2000. The total sales price for the Shares of the Trust was $584,507. Mr.
Petersen owned 88,660 Shares of the Trust directly and 18,589 Shares were
owned through indirect ownership. Specifically, the 18,589 shares of
beneficial interest reported herein, is composed of 9,295 shares of beneficial
interest representing a percentage of the 24,785 shares of beneficial interest
owned by A&P Investors, Inc. and 9,294 shares of beneficial ownership
representing a percentage of the 24,785 owned by ANTS, Inc. Mr. Petersen
was deemed to beneficially own all shares owned by A&P Investors, Inc. by
virtue of his being a director, officer and minority stockholder of A&P
Investors, Inc. Mr. Petersen disclaimed ownership of all such 24,785 shares.
Further, Mr. Petersen was a minority shareholder of ANTS, Inc.
<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.
Date: July 17, 2000
/s/ Martin .H. Petersen
______________________
Signature
Martin H. Petersen
_______________________________
Name/Title
