SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): APRIL 29, 1999
VININGS INVESTMENT PROPERTIES TRUST
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(Exact name of Registrant as specified in charter)
MASSACHUSETTS 0-13693
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(State or other jurisdiction (Commission file number)
of incorporation)
13-6850434
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(IRS employer
identification no.)
3111 PACES MILL ROAD, ATLANTA, GEORGIA 30339
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(Address of principal executive offices) (Zip Code)
(770) 984-9500
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Purchase of Thirteen Properties
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On May 1, 1999, Vinings Investment Properties Trust, through its
subsidiaries, (together "Vinings") completed the acquisition of thirteen
multifamily communities (collectively, the "Portfolio Properties") from
seventeen limited partnerships and limited liability companies (each, a
"Seller"). Five of the Portfolio Properties were purchased through a joint
venture in which Vinings has a 20% interest. The remaining Portfolio Properties
were purchased through subsidiaries of Vinings' Operating Partnership (as herein
defined). The identity of the Seller of each Portfolio Property is set forth
below:
PROPERTY SELLER
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Bradford Place Apartments Crystal Ridge Apartments, L.P.
Bradford Place II Apartments Bradford Place Apartments II, L.P.
Cambridge Apartments Cambridge Apartments Partnership
Cottonwood Apartments Cottonwood Apartments, LLC
Delta Bluff Apartments Delta Bluff Apartments, LLC
Foxgate Apartments Foxgate Apartments and Racquet Club, LLC
Hampton House Apartments Hampton House Apartments, LLC
Heritage Place Apartments Heritage Place Apartments, LLC
The Landings Apartments The Landings Apartments, L.L.C.
Northwood Place Apartments Northwood Place Apartments Partnership
River Pointe Apartments River Pointe Apartments, LLC
Riverchase Apartments Riverchase Apartments, L.P.
Riverchase II Apartments Riverchase Apartments II, L.P.
Riverchase III Apartments Riverchase Apartments III, L.P.
Southwind Apartments Southwind Apartments Partnership
Southwind II Apartments Southwind Apartments II, L.P.
Trace Ridge Apartments Trace Ridge Apartments, L.L.C.
Comprising the Portfolio Properties are 2,032 two- and three-story
garden-style apartment homes of approximately 1,000 square feet per unit. The
Portfolio Properties are located in various markets in Mississippi, with a
concentration in the Jackson area. The average age of each of the Portfolio
Properties is just over three years and on May 1, 1999, the average occupancy of
the Portfolio Properties was approximately 94%.
There is no material relationship between the Sellers, Vinings or any
affiliates of Vinings, or any directors or officers, or associates of directors
or officers, of Vinings.
The aggregate purchase price for the Portfolio Properties was
$94,300,000, including the assumption of approximately $80,958,000 of debt on
the Portfolio Properties and cash payments totaling approximately $13,342,000.
In addition, approximately $1,465,600 of tax, insurance and replacement reserve
escrows held by the various mortgagees was purchased. The determination of the
purchase price for each Portfolio Property was based on arms length
negotiations.
The Portfolio Properties were purchased in seventeen individual
partnerships (the "Property Partnerships") in each of which Vinings Holdings,
Inc. ("Holdings"), a wholly-owned subsidiary of Vinings, is the general partner.
Properties Purchased Through Joint Venture
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Five of the Portfolio Properties, totaling 976 units (the "Joint
Venture Properties"), were purchased by nine Property Partnerships in each of
which Holdings owns a .1% general partnership interest and Vinings/CMS Master
Partnership, L.P. (the "Joint Venture") owns a 99.9% limited partnership
interest. Vinings Investment Properties, L.P. (the "Operating Partnership"), a
subsidiary of Vinings, is the general partner and a 19.98% limited partner in
the Joint Venture, for which it paid approximately $1,705,000. The remaining
limited partnership interests in the Joint Venture are held by an unaffiliated
third party. The Joint Venture was formed on March 22, 1999, primarily to
acquire the limited partner interest in limited partnerships that acquire,
operate, manage, hold and sell certain real property, specifically the Joint
Venture Properties. The aggregate purchase price paid by the Property
Partnerships for the Joint Venture Properties was $46,634,603, which includes
the assumption of approximately $39,265,000 of debt and the balance being paid
in cash. A total of approximately $716,400 in escrows held by the mortgagees was
also purchased. In connection with the acquisition, a fee totaling $233,173 was
paid by the Joint Venture to MFI Realty, Inc., an affiliate of the officers, who
are also Trustees, of the Trust.
Properties Purchased through Operating Partnership
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Eight of the Portfolio Properties, totaling 1,056 units (the "Vinings
Properties"), were purchased by eight Property Partnerships in each of which
Holdings owns a .1% general partnership interest and the Operating Partnership
owns a 99.9% limited partnership interest.. The aggregate purchase price for the
Vinings Properties was $47,665,396, which includes the assumption of debt of
approximately $41,693,000 and the balance being paid in cash. A total of
approximately $749,200 in escrows held by the mortgagees was also purchased. In
connection with the acquisition, a fee, the amount of which is yet to be
determined, is also to be paid by the Operating Partnership in either cash,
shares or partnership interests as determined by the Board of Trustees to MFI
Realty, Inc., an affiliate of the officers, who are also Trustees, of the Trust.
ITEM 5. OTHER EVENTS.
Issuance of Series A Preferred Units
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On April 29, 1999, in a private transaction, the Operating Partnership
issued 1,958,823 Series A Preferred Units of the Partnership (the "Preferred
Units"), for an aggregate purchase price of $8,325,000 pursuant to a Securities
Purchase Agreement (the "Purchase Agreement"). The Operating Partnership used
the proceeds of such sale of Preferred Units to pay the cash consideration for
the Operating Partnership's interests in the Joint Venture and in the Property
Partnerships, which acquired the Vinings Properties.
Terms of Series A Preferred Units
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With respect to payments of dividends and distributions, the Preferred
Units rank senior to, or on a parity with, all Partnership Interests (as defined
in the Amended and Restated Agreement of Limited Partnership Agreement of the
Operating Partnership (as from time to time amended or restated, the
"Partnership Agreement")) not expressly made senior to the Preferred Units. The
holders of Preferred Units are entitled to receive cumulative preferential cash
distributions at the per annum rate of $0.4675 per Preferred Unit. Upon the
occurrence of certain triggering events, the holders of Preferred Units are
entitled to receive, in addition to an amount equal to any accumulated and
unpaid distributions on such holder's Preferred Units, a liquidation preference
of $4.46 per Preferred Unit, or, if any such triggering event occurs prior to
April 29, 2000, $4.25 per Preferred Unit.
Under certain circumstances, the holders of Preferred Units may convert
any part or all of such Preferred Units into certain other Partnership Interests
of the Operating Partnership, shares of beneficial interests, no par value, of
Vinings (each a "Common Share"), or shares of preferred interests of Vinings
(each a "Preferred Share"). In lieu of effecting certain conversions of
Preferred Units into Common Shares, the Operating Partnership, in its sole
discretion, may satisfy its conversion obligations through certain cash
payments, as further set forth in the Partnership Agreement.
Generally, the holders of Preferred Units do not have the right to vote
on any matter on which any general or limited partner of the Operating
Partnership may vote. The holders of Preferred Units do, however, have the right
to vote as a separate class of Partnership Interests on certain transactions
including, without limitation, certain authorizations and issuances of preferred
units of Partnership Interests designated as ranking senior to the Preferred
Units, certain amendments to the Partnership Agreement, and certain sales or
other dispositions of assets of the Operating Partnership, certain mergers or
consolidations of the Operating Partnership, and transactions which result in
the liquidation of the Partnership.
Additionally, the holders of Preferred Units have certain demand and
piggyback registration rights with respect to Common Shares issued to such
holders upon redemption or in exchange for its or their Preferred Units or
Preferred Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements:
Pursuant to Subsection a(4) of Item 7, the information
required by this section will be filed no later than July 19, 1999.
(b) Pro Forma Financial Information:
Pursuant to Subsection a(4) of Item 7, the information
required by this section will be filed no later than July 19, 1999.
(c) Exhibits:
Exhibit 4.1 Sixth Amendment, dated as of April 29, 1999, to the
Amended and Restated Agreement of Limited Partnership
of Vinings Investment Properties, L.P.
Exhibit 10.1 Securities Purchase Agreement, dated as of April 29,
1999, Relating to Series A Convertible Preferred
Partnership Units of Vinings Investment Properties,
L.P., by and among Vinings Investment Properties Trust,
Vinings Investment Properties, L.P. and the Purchasers
named therein.
Exhibit 10.2 Form of Registration Rights and Lock Up Agreement,
dated as of April 29, 1999.
SIGNATURES
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.
Date: May 7, 1999
VININGS INVESTMENT PROPERTIES TRUST
By: /s/ Stephanie A. Reed
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Stephanie A. Reed, Vice President