AMERIVEST PROPERTIES INC
NT 10-K, 1999-04-01
REAL ESTATE INVESTMENT TRUSTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                                                                 SEC FILE NUMBER
                                   FORM 12b-25                       1-14462

                           NOTIFICATION OF LATE FILING             CUSIP NUMBER
                                                                     03071L101
                                  (Check One):

[x] Form 10KSB [ ] Form 20F [ ] Form 11K [ ] Form 10QSB [ ] Form N-SAR

For Period Ended:  December 31, 1998

[ ]  Transition Report on Form 10-KSB
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K 
[ ]  Transition Report on Form 10-QSB  
[ ]  Transition Report on Form N-SAR

For the Transition Period Ended: 

Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------

Full Name of Registrant:            AmeriVest Properties Inc.

Former Name if Applicable:          N/A

Address of Principal Executive      
Office (Street and Number):         2801 Youngfield Street, Suite 300
   
City, State and Zip Code:           Golden, CO  80401

- --------------------------------------------------------------------------------

PART II - RULES 12b-25(b) and (c)
- --------------------------------------------------------------------------------

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
[X]       filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report or transition report on Form
          10-QSB,  or  portion  thereof  will be filed on or  before  the  fifth
          calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

- --------------------------------------------------------------------------------

<PAGE>


PART III - NARRATIVE
- --------------------------------------------------------------------------------

State below in reasonable  detail the reasons why the Form 10-KSB,  20-F,  11-K,
10-QSB or N-SAR or the transition  report or portion  thereof could not be filed
within the prescribed period.

Due to the  complexities  of  integrating  the  accounting  records  for  the 15
properties  acquired by the  Registrant  during the year ended December 31, 1998
into the  Registrant's  accounting  system and auditing  that  information,  the
Registrant  is unable to timely file its Annual  Report on Form  10-KSB  without
unreasonable effort or expense.

- --------------------------------------------------------------------------------

PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification: James F. Etter, (303) 205-7870.

(2)  Have all other period  reports  required  under  section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s). [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  of  portion
     thereof?  [X] Yes [ ] No 

     If so: attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     The  Registrant  estimates  that it will  incur a loss from  operations  of
     approximately  $317,000,  or approximately $.21 per share,  during the year
     ended December 31, 1998 as compared to a loss from  operations of $120,452,
     or $.09 per share,  for the year ended  December  31,  1997.  The loss from
     operations for 1998 includes a charge of approximately  $321,000 related to
     prepayment  penalties and other costs in connection with the refinancing of
     indebtedness secured by the Registrant's properties for extended periods at
     lower interest rates.  The Registrant also estimates that it had funds from
     operations of approximately  $755,000, or approximately $.49 per share, for
     the year ended  December 31, 1998 as compared to funds from  operations  of
     $449,855,  or $.32 per share,  for the year ended December 31, 1997.  Funds
     from operations  increased as a result of the  Registrant's  purchase of 15
     properties  during  June,  July  and  August  of 1998  and as a  result  of
     inclusion in operations for the full year of three  properties  acquired in
     the third quarter of 1997.

- --------------------------------------------------------------------------------


                            AmeriVest Properties Inc.
                        --------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date: March 31, 1999                    By: /s/ James F. Etter
- --------------------                    ----------------------------------------
                                        James F. Etter, President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001)



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