SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13E3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES ACT OF 1934
VININGS INVESTMENT PROPERTIES TRUST
-----------------------------------
(Name of Issuer)
VININGS INVESTMENT PROPERTIES TRUST
-----------------------------------
(Name of Person(s) Filing Statement)
Common Shares of beneficial interest, without par value
-------------------------------------------------------
(Title of Class of Securities)
927428201
---------
(CUSIP Number of Class of Securities)
Peter D. Anzo
President and Chief Executive Officer
2839 Paces Ferry Road, Suite 1170
Atlanta, GA 30339
(770) 984-9500
WITH A COPY TO:
David W. Watson, P.C.
Goodwin Procter LLP
Exchange Place
Boston, MA 02109
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [_]
CALCULATION OF FILING FEE
Transaction Valuation: $436,750 Amount of filing fee: $87
* This calculation is based upon one-50th of one percent multiplied by
transaction valuation shown above. For purposes of calculation of this fee
only, this transaction valuation is based on the estimated number of
pre-slit common shares that would otherwise be converted into fractional
shares as a result of the Reverse Share Split multiplied by $3.20. This
$3.20 multiplier constitutes the cash consideration to be paid for each
pre-split common share in lieu of the issuance of any fractional shares, as
determined by the Board of Trustees.
** The amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934.
[_] Check the box if any part of the fee is offset by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
ITEM 1. SUMMARY TERM SHEET. The material terms of this transaction are listed in
the following:
o Vinings Investment Properties Trust is filing this Schedule 13E-3
electronically on EDGAR contemporaneously with an electronic filing of a
Proxy Statement (we refer to this proxy statement throughout this schedule
as the "Proxy Statement").
o The Board of Trustees has authorized a 1-for-1,000 reverse share split of
Vinings' common shares of beneficial interest and Series A Convertible
Preferred Shares of beneficial interest, and recommends that all
shareholders approve the proposal by voting to ratify the decision of the
Board to effect the reverse share split. See also the information under the
caption "Summary of Reverse Share Split Proposal" in the Proxy Statement.
o A special committee of the Board of Trustees comprised solely of
non-employee trustees who are disinterested in the reverse share split as
well as the full Board of Trustees voted unanimously in favor of the
reverse share split. See also the information under the caption "Fairness
of Reverse Share Split Proposal" in the Proxy Statement.
o The Board of Trustees authorized management to retain a financial adviser
to render a fairness opinion in connection with the reverse share split.
See also the information under the caption "Fairness of Reverse Share Split
Proposal" in the Proxy Statement.
o The Board of Trustees has deemed advisable and unanimously approved
amendments to Vinings' Certificate of Designation Classifying and
Designating a Series of Preferred Shares as Series A Convertible Preferred
Shares of Vinings, which will have the effect of preserving the dividend
rights and the liquidation preference of the preferred shareholders after
giving effect to the reverse share split. The First Amendment to the
Certificate of Designation will only become effective in the event Vinings'
shareholders approve the reverse share split. See also the information
under the captions "Amendments to the Certificate of Designation Relating
to the Series A Convertible Preferred Shares" and "Reasons for the
Amendments to the Certificate of Designation" in the Proxy Statement.
o The reverse share split will not become effective until the proposal to
ratify the Board's decision to effect the reverse share split is approved
by the requisite number of Vinings' shareholders and the First Amendment to
the Certificate of Designation has been filed with the Secretary of State
of the Commonwealth of Massachusetts and the Clerk of the City of Boston.
See also the information under the caption "Summary of Reverse Share Split
Proposal" in the Proxy Statement.
o A majority of Vinings' shareholders must vote in favor of the reverse share
split for the proposal to be implemented. See also the information under
the captions "Required Vote" and "Summary of Reverse Share Split Proposal"
in the Proxy Statement.
o Once the reverse share split becomes effective, shareholders will receive
one new common share or preferred share for each 1,000 common shares or
preferred shares that they may own at that time. Shareholders who hold
fewer than 1,000 common shares or who do not hold common shares in an even
multiple of 1,000 will receive a cash payment for those shares which would
otherwise be combined into a fraction of a share. Shareholders who hold
fewer than 1,000 preferred shares will receive a fraction of a new
preferred share. See also the information under the caption "Summary of
Reverse Share Split Proposal" in the Proxy Statement.
o The reverse share split is not expected to affect Vinings' current business
plan or operations, except for the anticipated cost savings resulting from
the cessation of reporting under the Securities Exchange Act of 1934, as
amended. See also the information under the caption "Conduct of Vinings'
Business after Reverse Share Split" and "Purpose and Reasons for Reverse
Share Split Proposal" in the Proxy Statement.
o If the reverse share split is approved and implemented, Vinings expects to
be eligible to cease filing periodic reports with the SEC and we intend to
cease public registration of our common shares. However, the Board has
reserved the right to maintain registration, even after implementing the
reverse share split, if it deems that continued registration is in the best
interests of Vinings and its shareholders at the time. See also the
information under the caption "Purpose and Reasons for the Reverse Share
Split" in the Proxy Statement.
o We expect that the reverse share split should be treated as a tax-free
"recapitalization" for federal income tax purposes. However, those holders
who receive a cash payment in lieu of fractional shares or who are deemed
to have received a distribution will recognize income. See the information
under the caption "Material Federal Income Tax Consequences" in the Proxy
Statement.
o There are no dissenter's rights for any shareholder who dissents from
approval of the reverse share split under Vinings' governance documents or
under Massachusetts law. See also the information under the caption
"Dissenter's Rights; Escheat Laws" in the Proxy Statement.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. Vinings Investment Properties Trust is the subject
company. Its principal executive office is located at 2839 Paces Ferry Road,
Suite 1170, Atlanta, Georgia 30339 and its telephone number is (770) 984-9500.
(b) SECURITIES. The common shares trade on the over-the-counter Bulletin
Board under the symbol "VIPIS." As of March 7, 2001, there were (i) 1,100,486
outstanding common shares, without par value and 1,988,235 outstanding preferred
shares, par value $.01 per share.
(c) TRADING MARKET AND PRICE. The information set forth under the caption
"Market for Registrant's Common Shares of Beneficial Interest" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(d) DIVIDENDS. Vinings paid dividends on its common shares for the fiscal
year ended December 31, 1999 as follows:
RECORD DATE PAYMENT DATE DIVIDEND PER SHARE
----------- ------------ ------------------
August 16, 1999 September 1, 1999 $0.05
November 26, 1999 December 8, 1999 $0.05
No dividends were paid for the fiscal year ended December 31, 2000 or year
to date 2001.
(e) PRIOR PUBLIC OFFERINGS. None.
(f) PRIOR STOCK PURCHASES. Vinings does not have a stock repurchase plan in
place. However, Vinings has purchased and continues to purchase fractional
common shares for cash when properly presented pursuant to a 1-for-8 reverse
share split that was approved by the shareholders in July 1996.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) NAME AND ADDRESS. Vinings Investment Properties Trust, the subject
company, is the filing person of this statement. Its principal executive office
is located at 2839 Paces Ferry Road, Suite 1170, Atlanta, Georgia 30339 and its
telephone number is (770) 984-9500. The business address and business telephone
numbers for each executive officer and director is 2839 Paces Ferry Road, Suite
1170, Atlanta, Georgia 30339 and its telephone number is (770) 984-9500.
(b) BUSINESS AND BACKGROUND OF ENTITIES. Not applicable.
(c) BUSINESS AND BACKGROUND OF NATURAL PERSONS. The information required by
(1) and (2) of this item is set forth under the caption "Information Regarding
Trustees" of the Proxy Statement and is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(3) None of Vinings' executive officers or trustees were convicted in
a criminal proceeding during the past five years.
(4) None of Vinings' executive officers or trustees were a party to
any judicial or administrative proceeding during the past five years that
resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws.
(5) All of Vinings' executive officers and trustees are citizens of
the United States.
ITEM 4. TERMS OF THE TRANSACTION.
(a) MATERIAL TERMS. The information set forth under the captions "Notice of
2001 Annual Meeting of Shareholders;" "Summary of Reverse Share Split Proposal;"
"Background;" "Purpose and Reasons for Reverse Share Split Proposal;" "Fairness
of Reverse Share Split Proposal;" "Amendments to the Certificate of Designation
Relating to the Series A Convertible Preferred Shares;" "Reasons for the
Amendments to the Certificate of Designation;" "Structure of Reverse Share
Split;" "Exchange of Share Certificates and Payment of Fractional Shares;"
"Potential Detriments of Reverse Share Split Proposal to Shareholders; Accretion
in Ownership and Control of Certain Shareholders;" "Conduct of Vinings' Business
after Reverse Share Split;" "Effects of Reverse Share Split Proposal on
Vinings' Shareholders;" "Material Federal Income Tax Consequences;" "Dissenter's
Rights; Escheat Laws;" and "Intention to Terminate Public Registration" of the
Proxy Statement are incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
(c) DIFFERENT TERMS. None.
(d) APPRAISAL RIGHTS. The information set forth under the caption
"Dissenter's Rights; Escheat Laws" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. None.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) TRANSACTIONS. None.
(b) SIGNIFICANT CORPORATE EVENTS. In connection with Vinings' acquisition
of eight multifamily communities in Mississippi on May 1, 1999, MFI Realty,
Inc., an affiliate of Mr. Anzo and Ms. Reed, received an acquisition fee from
Vinings totaling $400,276, which represents greater than 5% of MFI's gross
revenues for its last full fiscal year. Mr. Anzo is an officer of MFI and may be
deemed to have an indirect material interest in this transaction as a result of
his majority ownership interest in the parent company that owns MFI. Ms. Reed is
also an officer of MFI and may be deemed to have an indirect material interest
in this transaction as a result of her minority ownership interest in the parent
company that owns MFI. Vinings does not expect to pay any additional fees to MFI
in its current fiscal year unless MFI presents Vinings with another acquisition
opportunity.
Vinings is a party to management agreements with VIP Management, LLC, an
affiliate of Mr. Anzo and Ms. Reed, to provide management services to the
properties owned by Vinings. A total of $484,794 in management and data
processing fees was incurred by Vinings during 2000. In addition, during 2000
VIP provided a number of services to Vinings relating to administrative,
acquisition and capital and asset advisory services. Direct costs paid on
Vinings' behalf were reimbursed to VIP and VIP has charged Vinings for overhead
charges, including Vinings' pro-rata share of rent and administrative charges
and a pro-rata portion of salaries and benefits for the officers and other
employees providing services to Vinings.
Effective July 1, 2000, Vinings restructured its relationship with VIP,
which now administers Vinings for an advisory fee equal to 1 1/2% of gross
revenues, including the revenues from properties held by a joint venture in
which Vinings has a 20% interest and is the general partner. The advisory fee is
in lieu of reimbursing VIP for all overhead, salaries and other costs
attributable to Vinings' operations. The total paid to VIP for these services
during 2000 was $328,933. These payments to VIP represent greater than 5% of
VIP's gross revenues for its last full fiscal year. Mr. Anzo may be deemed to
have an indirect material interest in these transactions because he is a
managing member of VIP and currently owns 90% of its membership interests. Ms.
Reed may also be deemed to have an indirect material interest in these
transactions because she is also a managing member of VIP and currently owns the
remaining 10% of VIP's membership interests. Vinings expects that VIP will
continue to provide management and asset advisory services to Vinings in the
current fiscal year.
Vinings believes that all of the above relationships and transactions are
fair and reasonable and are on terms at least as favorable to Vinings as those
which might have been obtained with unrelated third parties. A majority of the
disinterested Trustees at the time approved all of the above transactions.
(c) NEGOTIATIONS OR CONTACTS. None.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. Vinings has
experienced a change of control since the beginning of Fiscal 1999. On January
1, 1999, Vinings had four significant beneficial owners of its common shares:
Financial & Investment Management Group, Ltd. - 28.24%, Peter D. Anzo - 12.13%,
Martin H. Petersen - 8.73% and Clifford K. Watts - 8.18%. As a result of the
transactions described below, Mr. Anzo is now the beneficial owner of a majority
of Vinings' common shares, holding 61.51% of the common shares as of the date of
this Schedule 13E-3.
Effective March 1, 2000, in a private transaction that was completed on or
about March 17, 2000, Mr. Anzo acquired beneficial ownership of an additional
547,982 common shares of Vinings.
Of the 547,982 common shares acquired by Mr. Anzo, 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, 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
have been filed as exhibits to Mr. Anzo's Amendment No. 4 to Schedule 13D filed
on May 2, 2000, (2) a draw on a home-equity line of credit from Regions Bank in
the amount of $500,000 which has also been filed as an exhibit to Mr. Anzo's
Amendment No. 4 to Schedule 13D filed on May 2, 2000, (3) an exchange of
specific partnership interests and other economic interests held by Mr. Anzo in
specific real estate investments with one of the sellers of shares totaling
$400,003, and (4) personal funds of Mr. Anzo.
100,000 of these shares were acquired for an aggregate purchase price of
$545,000 by VIP. By virtue of his ownership interest in VIP, Mr. Anzo may be
deemed the beneficial owner of the securities over which VIP has voting and
dispositive power.
Mr. Anzo has the right to acquire the remaining 10,757 shares upon
conversion of an equal number of common units in Vinings' operating partnership.
The common units were acquired for an aggregate purchase price of $58,626. The
consideration for the purchase of the 10,757 common units was the exchange of
specific partnership interests and other economic interests held by Mr. Anzo in
specific real estate investments with the seller of the common units.
ITEM 6. PURPOSES OF THE REVERSE SHARE SPLIT AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. Outstanding common shares of beneficial
interest, without par value, that would otherwise be combined respectively into
a fractional common share of beneficial interest of Vinings, without par value,
will be cancelled. Outstanding preferred shares of beneficial interest, par
value $.01 per share, will be combined into a fractional preferred share of
beneficial interest, par value $.01 per share, if necessary, as set forth under
the caption "Structure of Reverse Share Split" of the Proxy Statement, which is
incorporated herein by reference pursuant to General Instruction F to Schedule
13E-3. Otherwise no securities will be acquired in the transaction.
(c) (1)-(8) PLANS. The information set forth under the captions "Purpose
and Reasons for Reverse Share Split Proposal;" "Conduct of Vinings' Business
after Reverse Share Split;" and "Effects of Reverse Share Split Proposal on
Vinings' Shareholders" of the Proxy Statement are incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) PURPOSES OF THE REVERSE SHARE SPLIT. The information set forth under
the caption "Purpose and Reasons for Reverse Share Split Proposal" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(b) ALTERNATIVES. The information set forth under the captions "Fairness of
the Reverse Share Split Proposal" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(c) REASONS. The information set forth under the caption "Purpose and
Reasons for the Reverse Share Split" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule 13E-3.
(d) EFFECTS. The information set forth under the captions "Effects of
Reverse Share Split Proposal on Vinings' Shareholders;" "Potential Detriments of
Reverse Share Split Proposal to Shareholders; Accretion in Ownership and
Control of Certain Shareholders;" and "Material Federal Income Tax Consequences"
of the Proxy Statement are incorporated herein by reference pursuant to General
Instruction F to Schedule 13E-3.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) FAIRNESS. The information set forth under the caption "Fairness of
Reverse Share Split Proposal" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) FACTORS CONSIDERED IN DETERMINING FAIRNESS. The information set forth
under the caption "Fairness of Reverse Share Split Proposal" of the Proxy
Statement is incorporated herein by reference pursuant to General Instruction F
to Schedule 13E-3.
(c) APPROVAL OF SECURITY HOLDERS. The reverse share split it not structured
so that approval of a majority of unaffiliated security holders is required.
(d) UNAFFILIATED REPRESENTATIVE. The information set forth under the
caption "Fairness of Reverse Share Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction F to Schedule
13E-3.
(e) APPROVAL OF TRUSTEES. The reverse share split was approved by a
majority of the trustees who are not employees of Vinings.
(f) OTHER OFFERS. Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) REPORT, OPINION OR APPRAISAL. See the information set forth under the
caption "Fairness of Reverse Share Split Proposal" of the Proxy Statement which
is incorporated herein by reference pursuant to General Instruction F to
Schedule 13E-3.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL. See the
information set forth under the caption "Fairness of Reverse Share Split
Proposal" of the Proxy Statement which is incorporated herein by reference
pursuant to General Instruction F to Schedule 13E-3.
(c) AVAILABILITY OF DOCUMENTS. The Fairness Opinion of Ronald Whitman Weiss
shall be made available for inspection and copying at the principal executive
offices of Vinings during its regular business hours by any interested equity
security holder of Vinings or representative who has been so designated in
writing.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) SOURCE OF FUNDS. The information set forth in the subsection entitled
"Financial Effect" under caption "Effects of Reverse Share Split Proposal on
Vinings' Shareholders" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(b) CONDITIONS. None.
(c) EXPENSES. The information set forth in the subsection entitled
"Financial Effect" under the caption "Effects of Reverse Share Split
Proposal on Vinings' Shareholders" of the Proxy Statement is incorporated herein
by reference pursuant to General Instruction F to Schedule 13E-3.
(d) BORROWED FUNDS. Vinings has received a commitment from Berkshire
Mortgage Finance Limited Partnership to refinance the existing mortgage loan on
one of its apartment communities. The principal loan amount will be $8,080,000
with a fixed interest rate of 6.99%. Monthly payments of principal and interest
of $53,702 will be made from the operating cash flow of the property securing
the mortgage loan. The term of the loan will be for ten years and the
transaction is expected to close no later than June 1, 2001. Vinings anticipates
that there will be excess proceeds after paying all costs and the existing
mortgage indebtedness. A portion of these proceeds is expected to be used to pay
the cash payment for the fractional common shares.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information set forth under the caption
"Principal and Management Shareholders" of the Proxy Statement is incorporated
herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) SECURITIES TRANSACTIONS. None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information set forth under the caption "Fairness of Reverse Share Split
Proposal" of the Proxy Statement is incorporated herein by reference pursuant to
General Instruction F to Schedule 13E-3.
(e) RECOMMENDATIONS OF OTHERS. The information set forth under the caption
"Fairness of Reverse Share Split Proposal" of the Proxy Statement is
incorporated herein by reference pursuant to General Instruction F to Schedule
13E-3.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION.
(1) and (2) The information set forth under the caption "Financial
Information" of the Proxy Statement is incorporated herein by
reference pursuant to General Instruction F to Schedule 13E-3.
(3) The ratio of earnings to fixed charges was (A) .65 and .66
for the fiscal years ended December 31, 2000 and December 31, 1999,
respectively, and (B) .57 for the quarter ended March 31, 2001.
(4) The book value per share as of December 31, 2000 was $(0.71).
(b) PRO FORMA INFORMATION. None
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) SOLICITATIONS OR RECOMMENDATIONS. None.
(b) EMPLOYEES AND CORPORATE ASSETS. None.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. None.
ITEM 16. EXHIBITS.
(a)(1) Proxy Statement of Vinings, including all appendices thereto and
related Notice of Annual Meeting of Shareholders, incorporated herein by
reference to this Proxy Statement filed with the Securities and Exchange
Commission contemporaneously with this Schedule.
(a)(2) Form of Proxy
(b) Commitment Letter dated April 20, 2001 from Berkshire Mortgage Finance
Limited Partnership.
(c) Fairness Opinion of Ronald Whitman Weiss incorporated by reference to
Appendix B to the Proxy Statement filed with the Securities and Exchange
Commission contemporaneously with this Schedule.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
SIGNATURE
---------
After due 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.
By: /s/ Peter D. Anzo
------------------------------------------------
Peter D. Anzo, President and Chief Executive Officer
May 21, 2001
EXHIBIT 16 (a)(2)
Proxy
(Common Shares)
VININGS INVESTMENT PROPERTIES TRUST
PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
to be held on June 27, 2001
The undersigned hereby constitutes and appoints Peter D. Anzo and Stephanie A.
Reed, and each of them singly, as Proxies of the undersigned, with full power to
appoint his or her substitute, and authorizes each of them to represent and vote
all common shares of beneficial interest of Vinings Investment Properties Trust
held of record as of the close of business on May 21, 2001, at the 2001 Annual
Meeting of Shareholders of Vinings to be held at 2839 Paces Ferry Road, Suite
1170, Atlanta, Georgia 30339, at 10:00 a.m. local time, on Wednesday, June 27,
2001, and at any adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is given, this proxy will be
voted "FOR" the proposal set forth in Proposal 1 and "FOR" the election of the
five nominees for trustees. In their discretion, the proxies are each authorized
to vote upon such other business as may properly come before the annual meeting
and any adjournments or postponements thereof. A shareholder wishing to vote in
accordance with the Board of Trustees' recommendation need only sign and date
this proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Shareholders, the Proxy Statement and Vinings'
Annual Report to Shareholders and hereby revoke(s) any proxy or proxies
heretofore given. This proxy may be revoked at any time before it is exercised.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
VININGS INVESTMENT PROPERTIES TRUST
Please vote and sign on the other side and return promptly in the
enclosed envelope.
Do not forget to date your proxy.
Please sign name exactly as shown. Where there is more than one holder, each
should sign. When signing as an attorney, administrator, guardian or trustee,
please add your title as such. If executed by a corporation or partnership, the
proxy should be signed by a duly authorized person, stating his or her title or
authority.
- --------
X Please mark vote
as in this example
- --------
COMMON SHARES
- -------------
PROPOSAL 1. To approve a proposal to ratify a 1-for-1,000 reverse share
split of Vinings' common shares of beneficial interest and preferred shares of
beneficial interest, and the transactions contemplated thereby, including the
First Amendment to the Certificate of Designation Classifying and Designating a
Series of Preferred Shares as Series A Convertible Preferred Shares of Vinings,
as described in the Proxy Statement.
-------- -------- -------
FOR AGAINST ABSTAIN
-------- -------- -------
PROPOSAL 2. Proposal to elect five trustees, each to serve for a one year
term until the election and qualification of his or her successor.
NOMINEES: Peter D. Anzo, Stephanie A. Reed, Phill D. Greenblatt, Henry
Hirsch and John Christy.
-------- -------- -------
FOR AGAINST FOR ALL EXCEPT
-------- -------- -------
If you do not wish your shares voted FOR a particular nominee, mark the FOR ALL
EXCEPT box and strike a line through that nominee's name. Your shares will be
voted for the remaining nominee(s).
Please be sure to sign and date this proxy
Date: ________________________________________
Signature(s): ________________________________________
CHANGE OF ________________________________________
ADDRESS? ________________________________________
Proxy
(Series A Convertible Preferred Shares)
VININGS INVESTMENT PROPERTIES TRUST
PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
to be held on June 27, 2001
The undersigned hereby constitutes and appoints Peter D. Anzo and Stephanie A.
Reed, and each of them singly, as Proxies of the undersigned, with full power to
appoint his or her substitute, and authorizes each of them to represent and vote
all preferred shares of beneficial interest of Vinings Investment Properties
Trust held of record as of the close of business on May 21, 2001, at the 2001
Annual Meeting of Shareholders of Vinings to be held at 2839 Paces Ferry Road,
Suite 1170, Atlanta, Georgia 30339, at 10:00 a.m. local time, on Wednesday, June
27, 2001, and at any adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is given, this proxy will be
voted "FOR" the proposal set forth in Proposal 1. In their discretion, the
proxies are each authorized to vote upon such other business as may properly
come before the annual meeting and any adjournments or postponements thereof. A
shareholder wishing to vote in accordance with the Board of Trustees'
recommendation need only sign and date this proxy and return it in the enclosed
envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Shareholders, the Proxy Statement and Vinings'
Annual Report to Shareholders and hereby revoke(s) any proxy or proxies
heretofore given. This proxy may be revoked at any time before it is exercised.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
VININGS INVESTMENT PROPERTIES TRUST
Please vote and sign on the other side and return
promptly in the enclosed envelope.
Do not forget to date your proxy.
Please sign name exactly as shown. Where there is more than one holder, each
should sign. When signing as an attorney, administrator, guardian or trustee,
please add your title as such. If executed by a corporation or partnership, the
proxy should be signed by a duly authorized person, stating his or her title or
authority.
- --------
X Please mark vote
as in this example
- --------
SERIES A CONVERTIBLE PREFERRED SHARES
- -------------------------------------
PROPOSAL 1. To approve a proposal to ratify a 1-for-1,000 reverse share
split of Vinings' common shares of beneficial interest and preferred shares of
beneficial interest, and the transactions contemplated thereby, including the
First Amendment to the Certificate of Designation Classifying and Designating a
Series of Preferred Shares as Series A Convertible Preferred Shares of Vinings,
as described in the Proxy Statement.
-------- -------- -------
FOR AGAINST ABSTAIN
-------- -------- -------
Please be sure to sign and date this proxy
Date: ________________________________________
Signature(s): ________________________________________
CHANGE OF ________________________________________
ADDRESS? ________________________________________