SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 19, 1997
(Date of Earliest Event Reported)
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COMMISSION FILE NO. 0-13693
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VININGS INVESTMENT PROPERTIES TRUST
A MASSACHUSETTS BUSINESS TRUST
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I.R.S. EMPLOYER IDENTIFICATION NO. 13-6850434
3111 PACES MILL ROAD
ATLANTA, GEORGIA 30339
TELEPHONE: (770) 984-9500
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 1997, Vinings Investment Properties Trust (collectively
with its subsidiaries, the "Trust") through Vinings Communities, L.P., a
Delaware limited partnership and wholly owned subsidiary of the Trust, acquired
Windrush Apartments, a 202-unit apartment complex located in Atlanta, Georgia
(the "Community"). The Community was acquired from Windrush Partners, Ltd.
("Windrush"), a Georgia limited partnership. The occupancy rate of the
Community's 202 apartment homes was approximately 95% as of December 19, 1997.
The Community was acquired for a purchase price of $7,555,000,
consisting of the issuance of 224,330 limited partnership units in Vinings
Investment Properties L.P. (the "Operating Partnership," of which the Trust is
the sole general partner) ("Units") and the assumption of debt which includes an
existing mortgage in the amount of $6,490,488 and notes payable to Hallmark
Group Real Estate Services Corp., the general partner of Windrush ("Hallmark")
and its affiliates. Windrush, through Hallmark, is an affiliate of the officers
and certain trustees of the Trust. As general partner, Hallmark did not receive
any economic benefit from the sale of the Community. Furthermore, MFI Realty,
Inc., also an affiliate of the officers and certain trustees of the Trust,
received a fee from Windrush in connection with the transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial Statements of Business Acquired
At the time of the filing of this Form 8-K it is impracticable for the
Registrant to provide the required financial information concerning the
acquired assets. The Financial Statements required by Item 7(a) will be
filed by the Registrant by amendment of this Current Report on Form 8-K no
later than March 4, 1998.
b) Pro Forma Financial Information
At the time of the filing of this Form 8-K it is impracticable for the
Registrant to provide the required financial information concerning the
acquired assets. The Pro Forma Financial Information required by Item 7(b)
will be filed by the Registrant by amendment of this Current Report on Form
8-K no later than March 4, 1998.
(c) Exhibits
Exhibit
No. Description
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10.1 Agreement to Contribute, dated April 1, 1997 (excluding exhibits)
10.2 Amendment to Agreement to Contribute, dated August 11, 1997
10.3 Second Amendment to Agreement to Contribute, dated October 30, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VININGS INVESTMENT
PROPERTIES TRUST
Date: December 29, 1997 By: /s/ Stephanie A. Reed
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Stephanie A. Reed
Vice President
INDEX TO EXHIBITS
Exhibit
No. Description
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10.1 Agreement to Contribute, dated April 1, 1997 (excluding exhibits)
10.2 Amendment to Agreement to Contribute, dated August 11, 1997
10.3 Second Amendment to Agreement to Contribute, dated October 30, 1997