SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
Vinings Investment Properties Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee if offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number of the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
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NEWS RELEASE
Contact: Stephanie A. Reed
Vice President
sreed@viningstrust.com
(770) 984-9500
VININGS ANNOUNCES PROPOSED REVERSE SHARE SPLIT/
GOING PRIVATE TRANSACTION
ATLANTA, GA - May 14, 2001 - The Board of Trustees of Vinings Investment
Properties Trust (OTC:VIPIS) ("Vinings") announced today that it has approved a
proposal to effect a 1-for-1000 reverse share split of both its common shares
and Series A Convertible Preferred Shares. Each holder of common shares who, as
a result of the reverse share split, would otherwise receive a fractional common
share will be entitled to receive an equivalent amount of cash based upon a
pre-split price per common share of $3.20. The Board arrived at this price after
considering the advice and a fairness opinion from an independent financial
advisor. Fractional preferred shares will be issued as a result of the reverse
share split.
The Board of Trustees approved the reverse share split as a strategy for
reducing the number of registered common shareholders below 300, which would
provide Vinings the option to cease public registration of its common shares.
The reverse share split is structured as a "going private" transaction within
the meaning of Rule 13e-3 under the Securities Exchange Act of 1934 because it
is intended to, and, if completed, will likely result in the termination of
Vinings' reporting requirements under the Exchange Act. Vinings will be
requesting that its shareholders ratify the Board's decision at the 2001 Annual
Meeting of Shareholders currently scheduled for June 27, 2001.
After careful consideration by a Special Committee comprised solely of
non-employee, disinterested trustees, the recommendation was made to the full
Board to recommend that Vinings' shareholders ratify the transaction. Said Peter
D. Anzo, Chairman and CEO of Vinings, "A number of factors were examined by the
Board in making its decision to move forward with the going private transaction.
However, one of the more compelling reasons was the fact that the Board of
Trustees believes that the costs associated with being a public company,
including increased reporting costs and professional fees, far outweigh the
benefits for a company the size of Vinings."
Vinings Investment Properties Trust is a publicly traded real estate
investment company that owns 1,520 apartment homes in ten communities throughout
the southeast. In addition, Vinings is the general partner and a 20% limited
partner in a joint venture that owns 968 apartment homes in five communities.
The primary goal of Vinings is to continue its investments in the multifamily
markets, through the operation of garden style apartment communities that are
leased to middle income residents.
This news release contains "forward-looking statements" that predict or
indicate future events or trends or that do not relate to historical matters.
There are a number of important factors that could cause actual events to differ
materially from those indicated by such forward-looking statements. These
factors include, but are not limited to, uncertainties as to the cost savings to
be realized after ceasing public registration of the common shares as well as
other factors discussed in the Company's periodic reports filed from time to
time with the Securities and Exchange Commission.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Vinings Investment Properties Trust plans to mail a proxy statement
containing information about the reverse share split. Investors and security
holders of Vinings are advised to read the proxy statement carefully when it
becomes available because it will contain important information about the
reverse share split, the persons soliciting proxies related to the reverse share
split, their interests in the reverse share split, and related matters.
Investors and security holders may obtain free copies of the proxy statement
(when available) and other documents filed by Vinings Investment Properties
Trust at the Securities and Exchange Commission's website at http://www.sec.gov.
Free copies of the proxy statement will also be available from Vinings by
directing such requests to the attention of Ms. Stephanie Reed, Vice President,
Vinings Investment Properties Trust, 2839 Paces Ferry Road, Suite 1170, Atlanta,
Georgia 30339, telephone (770) 984-9500.
INFORMATION CONCERNING PARTICIPANTS
Vinings, its executive officers, and trustees may solicit proxies from
Vinings' shareholders in favor of ratification of the reverse share split. As of
the date of this press release, the executive officers and trustees are Peter D.
Anzo, Stephanie A. Reed, John A. Christy, Phill D. Greenblatt, and Henry Hirsch.
For more information regarding the security holdings of these participants,
please refer to Vinings' Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
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