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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. )*
AmeriVest Properties Inc.
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(Name of Issuer)
Common Stock, Par Value $.00
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(Title of Class of Securities)
03071L101
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(CUSIP Number)
Gene R. Little
1136 E. Stuart Street, #4206
Ft. Collins, CO 80525
970-482-7662
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 3, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this 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 the 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
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 1 of 6 pages
<PAGE>
1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
RimRock Partners, LLC
2. Check the Appropriate Box If a Member of a Group
N/A |_| A
|_| B
3. Sec Use Only
4. Source of Funds*
WC,00
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
US
7. Sole Voting Power
Number of
Shares 122,256 (8.8%)
Beneficially
Owned by
Each 8. Shared Voting Power
Reporting
Person
With 9. Sole Dispositive Power
122,256 (8.8%)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
122,256
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
13. Percent of Class Represented by Amount in Row (11)
8.8%
14. Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATUREATTESTATION
Page 2 of 6 pages
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, $.001 par value of AmeriVest
Properties Inc., a Delaware corporation, having its executive offices at 7100
Grandview Avenue, Suite One, arvada, CO 80002.
Item 2. Identity and Background
The person filing this statement is RimRock Partners, LLC, a Colorado Limited
Liability Company, having its business and office located at 1136 East Stuart
Street, Suite 4203, Fort Collins, CO 80525. The business purpose of RimRock
Partners, LLC is real estate investment.
RimRock Partners, LLC has two members which are Walter Robert Associates, Inc.
and Preferred Capital Management, Inc.
Walter Robert Associates, Inc. is a Colorado Corporation having its principal
business and office address located at 1136 East Stuart Street, Suite 4206, Fort
Collins, CO 80525. The business purpose of Walter Robert Associates, Inc. is
real estate development. The President and sole Director of Walter Robert
Associates, Inc. is Gene R. Little, a citizen of the United States. His
principal occupation is real estate development.
Preferred Capital Management, Inc. is a Delaware Corporation having its
principal business and office located at 1136 East Stuart Street, Suite 4203,
Fort Collins, CO 80525. The business purpose of Preferred Capital Management,
Inc. is insurance and investments. The President and sole Director of Preferred
Capital Management, Inc. is William E. Watson, Jr., a citizen of the United
States. His principal occupation is financial advising and planning.
During the last five years, Gene R. Little and William E. Watson, Jr., as
individuals, have neither (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction making
either one of them subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
The transactions covered by this statement are the following:
a. On June 23, 1997, ownership of 7556 shares (.6%) of AmeriVest Common Stock
was transferred from record owner, Walter Robert Associates, Inc., to
beneficial owner, RimRock Partners, LLC;
Page 3 of 6 pages
<PAGE>
b. On July 3, 1997, 31,100 shares (2.2%) of AmeriVest Common Stock were
acquired from executive Services Company of America, Inc. in a private
transaction at $4.50 per share (making RimRock Partners, LLC the sole
beneficial owner of 2.8% of the class of shares);
c. On July 3, 1997, 63,600 shares (4.6%) of AmeriVest Common Stock were
acquired from AIC Diversified Services, Inc. in a private transaction at
$4.50 per share (making RimRock Partners, LLC the sole beneficial owner of
7.4% of the class of shares);
in transactions b. and c. of this item, the purchase price was paid from the
working capital of RimRock Partners, LLC. No part of the purchase price was
derived from other than the working capital of RimRock Partners, LLC.
d. On July 7, 1997, 20,000 shares (1.4%) of AmeriVest Common Stock were
acquired from AIC Diversified Services, Inc. in a private transaction at
$4.50 per share (making RimRock Partners, LLC the sole beneficial owner of
8.8% of the class of shares); in this single transaction, the purchase
price was paid by funds borrowed from AIC Diversified Services, Inc. by
RimRock Partners, LLC. Exhibit 1, of Item 7, is incorporated herein by
reference.
Item 4. Purpose of Transaction.
The purpose of these transactions is for investment. [Item 3 is incorporated
herein by reference].
Item 5. Interest in Securities of the Issuer.
a. Items 3 and 4 are incorporated herein by reference. RimRock Partners, LLC
is the record and beneficial owner of 122,256 shares of AmeriVest Common
Stock, which shares are 8.8% of the class of shares. RimRock Partners, LLC
has authorized Gene R. Little, as President of Walter Robert Associates,
Inc., to have all of the voting and dispositive powers with respect to the
122,256 shares (8.8%).
Item 6. Contract, Arrangement, Understandings or Relationships with respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships between
RimRock Partners, LLC and any other party with respect to any of the AmeriVest
Common Stock owned by RimRock Partners, LLC or by any other party. RimRock
Partners, LLC is not an owner of any other corporation or entity owning any
AmeriVest Common Stock.
Page 4 of 6 pages
<PAGE>
Item 7. Material to be filed as Exhibits.
Exhibit 1. Promissory Note between RimRock Partners, LLC "Maker", and AIC
Diversified Services, Inc., "Holder", to finance the acquisition of shares as
disclosed in Item 3d.
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.
/s/ Gene R. Little
-----------------------------------
By: Gene R. Little, President
Dated: March 17, 1998 Walter Roberts Associates, Inc.
Member, RimRock Partners, LLC
Page 5 of 6 pages
<PAGE>
PROMISSORY NOTE
April 1, 1997
$90,000.00
FOR VALUE RECEIVED, the undersigned RimRock L.L.C., 145 West Swallow Road,
#9, Ft. Collins, CO 80525 (hereinafter referred to as "Maker"), promises to pay
to the order of AIC Diversified Services, Inc., hereinafter referred to as
"Holder", which term shall include any subsequent holder of this Note), at 7100
Grandview Avenue, #1, Arvada, CO 80002 (or at any such other place as Holder
shall designate in writing), in lawful money of the United States of America,
the principal sum of NINETY THOUSAND AND NO/100 DOLLARS ($90,000.00) with
interest on so much thereof as is from time to time outstanding at the rate of
NINE PERCENT (9%) per annum.
This note shall be due July 31, 1997, unless paid prior to that date.
This Note may be prepaid in full or in part prior to due date without
penalty.
Upon default in timely payment of any amount due hereunder, or any part
thereof, or in performance of the terms or conditions of any Deed of Trust or
any other agreement securing, evidencing or relating to the indebtedness evinced
by this Note or by any other Promissory Note of even date herewith executed by
Maker payable to the order of Holder, the whole unpaid principal and accrued
interest shall, at the option of Holder, to be exercised at any time thereafter,
become due and payable at once without notice, notice of such option being
expressly waived, and this Note shall thereafter bear interest at the rate of
NINE PERCENT (9%) per annum until fully paid; provided, however, the failure to
pay each separate installment required hereunder when due shall be treated and
considered as a separate default hereunder.
All persons or corporations now or at any time liable, whether primarily or
secondarily for the payment of the indebtedness hereby evidenced, for
themselves, their heirs, legal representatives, successors, and assigns,
respectively, expressly waive presentment for payment, notice of protest, and
diligence in collection, and consent that the time of said payments or any part
thereof may be extended by Holder without in any wise modifying, altering,
releasing, affecting, or limiting their respective liability.
Maker agrees to reimburse Holder for all reasonable costs, including
reasonable attorney's fees incurred to collect this Note, or any installments,
if not paid when due.
This note is unsecured.
Maker:
RimRock L.L.C.
145 West Swallow Road, #9
Ft. Collins, CO 80525
by: /s/ William E. Watson, Jr.
Page 6 of 6 pages
