Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AmeriVest Properties Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation or Organization)
84-1240264
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(I.R.S. Employer Identification No.)
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
(303) 297-1800
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
James F. Etter, President
AmeriVest Properties Inc.
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
(303) 297-1800
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Alan L. Talesnick, Esquire Charles K. Knight, Esq.
Francis B. Barron, Esquire AmeriVest Properties Inc.
Patton Boggs LLP 1800 Glenarm Place, Suite 500
1660 Lincoln Street, Suite 1900 Denver, Colorado 80202
Denver, Colorado 80264 (303) 297-1800
(303) 830-1776
Approximate date of commencement of proposed sale to the public: As soon as
practicable after effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ].
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
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<S> <C> <C> <C> <C>
Common Stock 1,000,000 $4.938 (1) $4,938,000 $1,324
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low sales
prices of the Company's Common stock as reported on the American Stock
Exchange on August 15, 2000, which is within five business days of the date
of filing (August 21, 2000).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PRELIMINARY PROSPECTUS DATED AUGUST 21, 2000
SUBJECT TO COMPLETION
AMERIVEST PROPERTIES INC.
Dividend Reinvestment Plan
1,000,000 Shares Of Common Stock
We are offering shares of our common stock through our Dividend
Reinvestment Plan. The plan provides you with an economical and convenient way
to purchase shares of our common stock. Our common stock is traded on the
American Stock Exchange under the symbol "AMV." On August 15, 2000, the last
reported trading price of the common stock was $4.938. Some of the significant
features of the plan are:
o You may purchase additional shares of common stock by automatically
reinvesting some or all of your cash dividends on our stock.
o You can decide whether or not to participate in the plan, and you may
terminate your participation at any time.
o The purchase price for newly issued shares of common stock that you
acquire with reinvested dividends will generally be 97% of the average
of the daily high and low sales price for a share of our common stock
reported by the American Stock Exchange for the five days, on which
trades of our stock are reported, immediately preceding the applicable
investment date. In no event, however, will the purchase price be less
than 95% of the average of the high and low sales price for our common
stock on the applicable investment date.
o The purchase price for shares of common stock purchased in the open
market or in privately negotiated transactions with third parties will
equal 97% of the weighted average of the price we paid for those
shares, including any brokerage commissions.
Neither the Securities And Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August __, 2000.
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SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment Plan may omit
information that may be important to you. You should carefully read the entire
text of the plan contained in this prospectus before you decide to participate
in the plan.
Enrollment: You can participate in the plan if you
currently own shares of our stock by
submitting a completed Enrollment
Authorization Form. You may obtain an
Enrollment Authorization Form from the plan
administrator, UMB Bank, n.a., who also
serves as our transfer agent. You may
participate directly in the plan only if you
hold our stock in your own name. If you hold
shares through a brokerage or other account,
you may arrange to have your broker or other
custodian request to participate in our plan
on your behalf.
Reinvestment Of Dividends: You can reinvest your cash dividends on some
or all of your shares of common stock toward
the purchase of additional shares of common
stock, without paying fees.
Source Of Shares: The administrator of the plan will purchase
shares of common stock in one of the
following ways:
o directly from us as newly issued shares of
common stock, or
o from parties other than us, either in the
open market or other negotiated
transactions.
Purchase Price: The purchase price for shares of common stock
under the plan depends on whether we issue
new shares to you or the plan obtains your
shares by purchasing them in the open market.
The purchase price for shares of common stock
that the plan administrator purchases
directly from us with reinvested dividends
initially will be 97% of the average daily
high and low sales price for a share of our
common stock reported by the American Stock
Exchange for the five days, on which trades
of our stock occur, immediately prior to the
applicable investment date. In no event,
however, will the purchase price be less than
95% of the average of the high and low sales
price for our common stock on the applicable
investment date.
The purchase price for any shares you
purchase through the plan that the plan
administrator purchases from parties other
than AmeriVest, either on the open market or
in privately negotiated transactions, rather
than directly from us, will be 97% of the
weighted average price per share actually
paid by the plan administrator.
Tracking Your Investment: You will receive periodic statements of the
transactions made in your plan account. These
statements will provide you with details of
the transactions and will indicate the share
balance in your plan account.
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Administration: UMB Bank, n.a. initially will serve as the
administrator of the plan. If you currently
are a shareholder, you should contact the
administrator at:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
Telephone: (800) 884-4225
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RISK FACTORS
The purchase of shares of common stock involves a high degree of risk.
Before purchasing common stock, you should read this entire prospectus and
consider the following factors concerning the company in addition to the other
information in this prospectus.
We face a strong competitive market.
The commercial real estate industry is highly competitive, and we compete
with substantially larger companies, including substantially larger REITs, for
the acquisition, development and operation of properties. Some of these
companies are national or regional operators with far greater resources than
ours. The presence of these competitors may be a significant impediment to the
continuation and development of our business.
Our debt level may have a negative impact on our income and asset value.
We have incurred indebtedness in connection with the acquisition of our
properties and we may incur new indebtedness in the future in connection with
our acquisition, development and operating activities. As a result of our use of
debt, we will be subject to the risks normally associated with debt financing.
The required payments on mortgages and on other indebtedness are not reduced if
the economic performance of any property declines. If any such decline occurs,
our ability to make debt service payments would be adversely affected. If a
property is mortgaged to secure payment of indebtedness and we are unable to
meet mortgage payments, that property could be transferred to the mortgagee with
a consequent loss of income and asset value.
Our debt to total capitalization ratio exceeds those normally carried by
our competitors and REITs in general. While we believe that our level of
leverage is normal for a direct private or institutional investor, our higher
leverage levels may make it difficult to obtain any additional financing based
on our current portfolio. Our high leverage levels may also adversely affect the
market value of our stock if we are perceived as more risky than our peers.
We may not pay dividends regularly.
Our ability to pay dividends in the future is dependent on our ability to
operate profitably and to generate cash from our operations. Although we have
done so in the past, we cannot guarantee that we will be able to pay dividends
on a regular quarterly basis in the future.
We may incur tax liabilities as a result of failing to qualify as a REIT.
We believe that we have been organized and operated so as to qualify as a
REIT under the Internal Revenue Code. However, we cannot assure that we will
continue to be qualified as a REIT. Qualification as a REIT involves the
application of highly technical and complex Internal Revenue Code provisions for
which there are only limited judicial or administrative interpretations. There
are no controlling authorities that deal specifically with many tax issues
affecting a REIT that operates self-storage facilities. The determination of
various factual matters and circumstances not entirely within our control may
affect our ability to qualify as a REIT. In addition, we cannot predict that
legislation, new regulations, administrative interpretations or court decisions
will not have a substantial adverse effect with respect to the qualification as
a REIT or the federal income tax consequences of that qualification.
If we are unable to qualify as a REIT in any taxable year, we would not be
allowed a deduction for distributions to shareholders in computing our taxable
income and would be subject to federal income tax (including any applicable
alternative minimum tax) on our taxable income at regular corporate rates.
Unless entitled to relief under certain Internal Revenue Code provisions, we
also would be disqualified from treatment as a REIT for the four taxable years
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following the year during which REIT qualification was lost. As a result, the
funds available for distribution to the shareholders would be reduced for each
of the years involved. In addition, we may incur substantial indebtedness or may
liquidate substantial investments in order to pay the resulting federal income
tax liabilities if differences in timing between the receipt of income and
payment of expenses and the inclusion of those amounts in arriving at our
taxable income. We may have to borrow in order to make the distributions to our
shareholders that are necessary to satisfy the distribution requirements
applicable to REITs. Although we currently intend to operate in a manner
designed to qualify as a REIT, it is possible that future economic, market,
legal, tax or other considerations may cause us to revoke the REIT election.
We may have to make distributions to shareholders.
In order to qualify as a REIT, we generally will be required each year to
distribute to our shareholders at least 95% of our REIT taxable income
(excluding any net capital gains). As a result of a change in the Internal
Revenue Code, this decreases to 90% of our REIT taxable income (excluding any
net capital gains) with the tax year beginning January 1, 2001. In addition, we
will be subject to a 4% nondeductible excise tax on the amount, if any, by which
certain distributions paid by us with respect to any calendar year are less than
the sum of 85% of our ordinary income plus 95% of our capital gain net income
for that year.
We intend to make distributions to our shareholders to comply with the
distribution requirement and to avoid the nondeductible excise tax. We may have
to borrow funds on a short-term basis to meet the distribution requirement and
to avoid the nondeductible excise tax if differences in timing between taxable
income and cash available for distribution exist.
Some of our buildings are subject to special income tax considerations.
If we sell our self-storage facilities and our Giltedge Office Building
less than ten years after their acquisition, we will be required to pay tax at
the highest applicable corporate rates on the difference between their fair
market value and their adjusted bases at the time of our REIT election. By
utilizing a property exchange under Section 1031 of the Internal Revenue Code,
we may be able to defer the recognition of gain until after the 10-year period
expires in 2006 so that we are not subject to the highest applicable corporate
rates. If we are subject to the highest corporate rate, the amount of this tax
could be substantial and would be significantly more than if we would be
permitted to use our own adjusted basis. There is a risk that we would not have
sufficient cash available to pay the additional taxes resulting from the lower
adjusted bases for these properties. As long as these higher tax liabilities
apply, we currently do not intend to sell these properties unless other
economic, financial and business consequences of the sale would offset the
higher tax liabilities and lead us to believe it would be in our best interests
to effect such a sale. The factors we would consider at the time of selling
these properties include the price we are able to receive and our ability to
defer the taxes through a Section 1031 exchange.
Real estate investments are inherently risky.
Real estate investments are subject to varying degrees of risk. The yields
available from equity investments in real estate depend on the amount of income
and capital appreciation generated by the properties held by the entity in which
the investment is made. If we acquire properties and they do not generate
sufficient operating cash flow to meet operating expenses, including debt
service, capital expenditures and tenant improvements, our income and ability to
pay dividends to our shareholders will be adversely affected. Income from
properties may be adversely affected by the general economic climate, local
conditions, the attractiveness of properties to tenants, zoning or other
regulatory restrictions, competition from other available storage facilities and
office buildings, and our inability to control certain operating costs,
including site maintenance, insurance premiums and real estate taxes. Income
from properties and real estate values also are affected by such factors as
applicable laws, including tax laws, interest rate levels and the availability
of financing.
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Real estate development is inherently risky.
Real estate development is subject to other risks, including the following:
o the risks of difficult and complicated construction projects,
o the risks related to the use of contractors and subcontractors to
perform all construction activities,
o the risk of development delays, unanticipated increases in
construction costs, environmental issues and regulatory approvals; and
o financial risks relating to financing and construction loan
difficulties.
Additionally, the time frame required for development, construction and lease-up
of these properties means that we may have to wait a few years for a significant
cash return. Because we are required to make cash distributions to investors, if
the cash flow from operations or refinancing is not sufficient, we may be forced
to borrow to fund such distributions.
There is no assurance of tenant occupancy.
Although the properties currently have favorable occupancy rates, we cannot
predict that current tenants will renew their leases upon the expiration of
their terms. Alternatively, we cannot predict that current tenants will not
attempt to terminate their leases prior to the expiration of their current
terms. If this occurs, we may not be able to locate a qualified replacement
tenant and, as a result, we would lose a source of revenue while remaining
responsible for the payment of our obligations. Additionally, new properties we
may acquire with the proceeds of this Offering may not be fully leased and the
cash flow from existing operations may be insufficient to pay the operating
expenses and debt service associated with that property until the property is
fully leased.
There is limited liquidity in our real estate investments.
Real estate investments are relatively illiquid. Our ability to vary our
portfolio in response to changes in economic and other conditions will be
limited. We cannot ascertain whether we will be able to dispose of an investment
when we find disposition advantageous or necessary or that the sale price of any
disposition will recoup or exceed the amount of our investment.
There is a limited market for the shares of common stock and warrants.
Historically, there has been an extremely limited public market for our
common stock and the warrants issued in connection with our initial public
offering in 1996. We cannot guarantee that the market will be sustained or will
expand. Because the terms of the warrants included in the units are different
from the terms of the warrants already outstanding, no market may develop for
the warrants included in the units we currently are offering. The prices of the
common stock and our publicly traded warrants are highly volatile. Due to the
limited trading volume and small capitalization of our common stock and
warrants, many investors may not be interested in owning our securities because
of the higher risks associated with limited trading volume and small market
capitalization such as the inability to sell a substantial block of stock at one
time without driving down prices. This could have an adverse effect on the
market for our common stock as well as the possibility of developing and
sustaining a market for the warrants included in the units. In addition, there
is no assurance that an investor will be in a position to borrow funds using our
securities as collateral because lenders may be unwilling to accept the pledge
of these securities because of the limited market.
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Our equity market capitalization places us at the extreme low end of market
capitalization among all REITs. As a result of our small market cap,
substantially all of our investors are retail investors. Institutional investors
who have traditionally provided support for most REIT shares represent an
insignificant percentage of our total ownership. This limits the ability for
investors to acquire substantial blocks of our stock. This also places a
near-term cap on capital appreciation for our shares if significant shareholders
decide to sell.
We have arbitrarily determined the offering price of the units and exercise
price of warrants included in the units.
The offering price for the units and the exercise price were based upon our
assessment of recent trading prices for the common stock, our history and
prospects, our management's background, and current conditions in the securities
markets. There is no relationship between the offering price or the exercise
price and our assets, book value, net worth or any other economic or recognized
criteria of value.
Our uninsured and underinsured losses could result in loss of value of
properties.
We maintain comprehensive insurance on each of the properties, including
liability, fire and extended coverage. We believe this coverage is of the type
and amount customarily obtained for or by an owner on real property assets. We
will obtain similar insurance coverage on subsequently acquired properties.
However, there are certain types of losses, generally of a catastrophic nature,
such as earthquakes and floods, that may be uninsurable or not economically
insurable, as to which our facilities are at risk in their particular locales.
Our management will use its discretion in determining amounts, coverage limits
and deductibility provisions of insurance, with a view to requiring appropriate
insurance on our investments at a reasonable cost and on suitable terms. This
may result in insurance coverage that in the event of a substantial loss would
not be sufficient to pay the full current market value or current replacement
cost of our lost investment. Inflation, changes in codes and ordinances,
environmental considerations, and other factors also might make it not feasible
to use insurance proceeds to replace a facility after it has been damaged or
destroyed.
We may suffer environmental liabilities.
Under various environmental laws, a current or previous owner or operator
of real property may be liable for the costs of removal or remediation of
hazardous or toxic substances including, without limitation, asbestos-containing
materials that are located on or under the property. These laws often impose
liability whether the owner or operator knew of, or was responsible for, the
presence of those substances. In connection with our ownership and operation of
properties, we may be liable for these costs. Also, our ability to arrange for
financing secured by that real property may be adversely affected because of the
presence of hazardous or toxic substances or the failure to properly remediate
any contamination.
Non-compliance with the Americans With Disabilities Act could result in fines.
Under the ADA, all public accommodations are required to meet certain
federal requirements related to physical access and use by disabled persons.
While we believe that our properties comply in all material respects with these
physical requirements (or would be eligible for applicable exemptions from
material requirements because of adaptive assistance provided), a determination
that we are not in compliance with the ADA could result in imposition of fines
or an award of damages to private litigants. If we were required to make
modifications to comply with the ADA, our ability to make expected distributions
to our shareholders could be adversely affected; however, we believe that this
effect would be minimal.
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OVERVIEW OF THE COMPANY
AmeriVest Properties Inc. was incorporated in 1993 in the State of Delaware
and was reincorporated in 1999 in the State of Maryland. We operate and intend
to continue to operate in a manner so that we qualify as a real estate
investment trust ("REIT"). Through our subsidiaries, we own a variety of
income-producing properties, including 21 office properties and four
self-storage facilities.
All properties are managed under an agreement with Sheridan Realty Advisors
which also manages our day-to-day operations and assists and advises our Board
of Directors on real estate acquisitions and investment opportunities. Sheridan
Realty Advisors receives an administrative fee and a property management and
accounting fee for these services. Our agreement with Sheridan Realty Advisors
provides that the costs to be paid for these services to Sheridan Realty
Advisors in fiscal year 2000 will be no greater than the costs incurred by us
for providing these services ourselves or in obtaining them from outside sources
in fiscal year 1999. In addition, Sheridan Realty Advisors will receive
incentive compensation in the form of five-year warrants to purchase our common
stock at $5 per share and an advisory fee based on new real property
acquisitions.
Since 1999, we have refocused our efforts on becoming the only office REIT
to specialize on multi-tenant office buildings with an average tenant size of
between 2,500 and 3,000 square feet in selected markets. Since 1990, the
principals of Sheridan have operated almost exclusively in this property type
and we believe focusing our efforts on these properties will generate better
returns to our shareholders than investing in office buildings without this
focus.
TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT PLAN
The following questions and answers constitute our Dividend Reinvestment
Plan and explain how it works. We expect to continue to pay quarterly
distributions on our shares of common stock in the future, as we have done in
the past. If you are a shareholder and do not participate in this plan, you will
continue to receive cash dividends in the usual manner, as we declare and pay
them. In the plan, we refer to our current shareholders and new investors who
participate in this plan as "participants." All references to "our stock" in
this prospectus refer collectively to our common stock and all classes or series
of our preferred stock that we may designate and issue in the future.
GENERAL INFORMATION
1. What Is The Purpose Of The Plan?
The purpose of this plan is to provide current owners of our stock with an
economical and convenient way to invest in AmeriVest. As a current owner of our
stock, you can invest cash dividends or distributions in additional shares of
our common stock without paying any brokerage commissions, service charges or
fees.
However, this plan is primarily intended to benefit long-term investors,
and not individuals or institutions who engage in short-term trading activities
that could cause aberrations in the trading of our common stock. We may modify,
suspend or terminate participation in this plan by otherwise eligible persons in
order to eliminate practices which are inconsistent with the purposes of this
plan.
2. What Are The Advantages Of The Plan?
o You can reinvest cash dividends paid on some or all of your shares of
our stock. You will not pay any service charge or brokerage
commissions on these purchases. In addition, the purchase price for
shares of common stock that you acquire with reinvested dividends or
reinvested distributions will be at a discount, which currently is 3%.
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o You may reinvest all cash dividends or distributions because the plan
allows you to purchase fractional shares of common stock. Dividends on
fractional plan shares, as well as on whole plan shares, will be
reinvested in additional shares, which we will credit to your plan
account.
o If you request, the plan administrator will send you certificates for
shares purchased, otherwise the plan administrator will provide for
the safekeeping of certificates for shares credited to your plan
account. You pay no fee for this service.
o You can also deposit certificates for any other shares of our stock
registered in your name for safekeeping with the plan administrator.
You pay no fee for this service. Because you bear the risk of loss in
sending certificates to the plan administrator, certificates should be
sent by registered mail, return receipt requested and properly
insured.
o We will send you periodic statements showing current account
information, including purchases of common stock held in your plan
account and your most recent plan account balance. This simplifies
your record keeping.
3. What Are The Disadvantages Of The Plan?
o We will not pay you any interest on dividends or distributions held by
the plan administrator before the investment date. See Question 17 on
page 14, which defines the investment date.
o We will not determine the purchase price of shares that you purchase
under the plan until the applicable investment date. As a result, you
will not know the actual price per share or number of shares you will
purchase until that date.
o You will pay any brokerage commissions that the plan administrator
pays if it purchases shares from parties other than AmeriVest.
o If you request the plan administrator to sell common stock credited to
your plan account, the plan administrator will deduct a transaction
fee, any brokerage commission and any applicable stock transfer taxes
from the proceeds of the sale.
o You cannot pledge shares of common stock deposited in your plan
account until the shares are withdrawn from this plan.
4. Who Is Eligible To Participate In The Plan?
Record Owners. If you own our stock in your own name as a "record owner"
you are eligible to participate directly in this plan.
Beneficial Owners. You are a "beneficial owner" if your stock is held in a
brokerage account or in the name of a bank, broker or other nominee. If you are
a beneficial owner, you can participate in the plan in one of two ways.
o You can participate directly in the dividend reinvestment feature of
the plan by becoming a record owner. You can do this by having one or
more shares of our stock transferred into your own name from that of
your bank, broker or other nominee.
o You may also ask the bank, broker or other nominee who is the record
owner to participate on your behalf in our plan. Be sure to direct
your bank, broker or other nominee that you desire to participate in
our plan and not some other reinvestment plan that they maintain.
Except for instructions received from brokers and bank nominees, we
cannot recognize instructions received from anyone acting as an agent
on behalf of other participants in this plan.
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5. Are There Limitations On Participation In The Plan Other Than Those
Described Above?
We may, for any reason or no reason, decide not to allow you to participate
in the plan even if you qualify for participation in this plan. For example,
some shareholders may be residents of jurisdictions in which we determine that
it may not be legally or economically practical to offer our stock under this
plan. We may preclude residents of those jurisdictions from participating in
this plan.
We also may limit participation by some shareholders in order to maintain
our tax-advantaged status as a REIT. In order for us to maintain our
qualification as a REIT, not more than 50% in value of our outstanding stock may
be owned, directly or indirectly, by five or fewer individuals, as determined
under the Internal Revenue Code. We may terminate your participation in this
plan at any time by sending you written notice of the termination. We would do
this if your participation would violate restrictions contained in our bylaws
which are designed to assure compliance with the restrictions of the Internal
Revenue Code. Our bylaws prohibit any shareholder, directly or indirectly, from
beneficially owning more than 9.8%, in value or in number, of our outstanding
stock.
If you attempt to transfer or acquire any shares of our capital stock that
would result in direct or indirect ownership of our capital stock in excess of
this ownership limit, or if the transfer or acquisition would for any other
reason result in disqualification of AmeriVest as a REIT, the transfer or
acquisition will be null and void. Our bylaws provide that our capital stock
subject to this limitation is subject to the automatic conversion of the shares
purported to be transferred in excess of the ownership limit into Excess Stock,
shares with no voting and distribution rights, and to various rights of
AmeriVest to enforce the ownership limitation, including transfer of the shares
to a trust. We may invalidate any purchases made under this plan that, in our
sole discretion, may violate the 9.8% ownership limit.
You cannot transfer your right to participate in this plan except by
transferring your interest in our stock to another person.
6. Who Administers The Plan?
UMB Bank, n.a., the transfer agent for our common stock, administers the
plan for participants, maintains records, provides regular account statements to
participants, and performs other duties relating to this plan. Current
shareholders can contact the plan administrator at:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
Please reference AmeriVest Properties Inc. and your account number in all
correspondence. When corresponding with the plan administrator, we suggest that
you give your daytime telephone number and area code.
You may also telephone the plan administrator, toll free, at (800)
884-4225. Customer service representatives are available from 8:00 a.m. until
4:30 p.m. Central time each business day.
The plan administrator's e-mail address is [email protected].
If you wish to contact AmeriVest directly, you may write or call:
AmeriVest Properties Inc.
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
303) 297-1800
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You may also reach AmeriVest by e-mail through our website at
AMVProperties.com.
YOUR CHOICES UNDER THE PLAN
7. What Investment Choices Are Available Under The Plan?
You may automatically reinvest all or part of the cash dividends paid on
shares of our stock that you own. You can invest 100% of your dividends under
the plan because the plan permits you to purchase whole shares as well as
fractional shares of common stock. In addition, we will credit your account for
dividends on both full and any fractional shares, according to the investment
option you select.
8. Are There Any Expenses In Connection With Purchases Under The Plan?
You generally do not pay any brokerage commissions, service charges or fees
on shares you purchase through reinvestment of dividends. AmeriVest pays all
costs of administration of this plan. However, you must pay brokerage
commissions and an administrative fee if you request the plan administrator to
sell your shares held in this plan.
The plan administrator will provide you with the brokerage commission,
administrative fee and enrollment fee currently in effect by calling toll free
at (800) 884-4225.
PARTICIPATING IN THE PLAN
9. How Can I Participate?
If you are a record owner of our stock, you may join the plan by completing
and signing an Enrollment Authorization Form and returning it to the plan
administrator or by contacting the plan administrator at (800) 884-4225.
If you are a beneficial owner and wish to join the plan, you must contact
your bank, broker or other nominee to arrange participation in the plan on your
behalf. To facilitate participation by beneficial owners, we have made
arrangements with the plan administrator to reinvest dividends by record owners
such as brokers, banks and other nominees, on behalf of beneficial owners. You
must make sure that the broker, bank or other nominee passes along the proceeds
of any applicable discount for purchases through the plan to your plan account.
Alternatively, if you are a beneficial owner of our stock, you may simply
request that the number of shares of our stock you wish to be enrolled in this
plan be reregistered by the bank, broker or other nominee in your own name as
record owner. You can then participate in the plan directly. You should contact
your bank, broker or nominee for information on how to reregister your shares.
10. What Alternatives Does The Enrollment Authorization Form Allow?
The Enrollment Authorization Form allows you to decide the extent of your
participation in this plan. By checking the appropriate box on the Enrollment
Authorization Form or the Direct Stock Services Initial Investment Form, you
indicate which features of the plan you will use.
Full Reinvestment of Distributions: Select this option if you wish to
reinvest the dividends on all our stock registered in your name as well as on
all stock credited to your plan account.
Partial Reinvestment of Distributions: Select this option if you wish to
reinvest the dividends on a specified number of shares of our stock registered
in your name or credited to your plan account.
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IMPORTANT:
If you return the Enrollment Authorization Form to the plan administrator
without any of the boxes checked, the plan administrator will automatically
enroll you in the full dividend reinvestment alternative.
The plan administrator will not process your Enrollment Authorization Form
if the form does not have the proper signature(s).
11. How Can I Change My Method Of Participation?
You may change your method of participation at any time by completing an
Enrollment Authorization Form and returning it to the plan administrator or by
submitting a written request to the plan administrator.
12. In Whose Name Will Plan Accounts Be Maintained?
The plan administrator will maintain your account in your name as shown on
our records at the time you enter the plan. When issued, certificates for full
shares of common stock will be registered in your name as it appears on your
plan account.
13. Can I Withdraw From The Plan
Yes. The plan is entirely voluntary, and you may withdraw at any time. If
the plan administrator receives your written request to withdraw from the plan
at least five business days before the applicable dividend record date for our
stock, you will once again receive cash dividends on whole shares you own.
If the plan administrator receives your request to withdraw from the plan
less than five business days before the applicable dividend record date, it will
process your request as promptly as possible following that investment date.
14. How Do I Withdraw From Or Re-Enroll In The Plan?
In order to withdraw from the plan, you must provide the plan administrator
with your written request to withdraw from the plan.
You may request:
o that a certificate be issued for all full shares of common stock held
for your account and a check be issued for the proceeds from the sale
of any fractional share less any fees or commissions; or
o that all full shares and any fractional share held for your account be
sold and a check issued for the net proceeds, less any applicable
brokerage fees and commissions, service or administrative charges and
transfer tax.
If a request to withdraw is received near a record date for an account
whose dividends are to be reinvested, the plan administrator in its sole
discretion may either pay such dividends in cash or reinvest them in shares on
behalf of the terminating participant. In the event reinvestment is made, the
plan administrator will process the termination as soon as practicable, or
within five business days after the investment is completed.
If you do not own at least one whole share registered in your name or held
through the plan, your participation in the plan may be terminated. We may also
terminate the plan or your participation in the plan after written notice in
advance mailed to your address appearing on the plan administrator's records. If
your participation in the plan is terminated, you will receive certificates for
whole shares held in your account and a check for the cash value of any
fractional share held in your terminated plan account.
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Generally, you may elect to re-enroll in this plan at any time, simply by
following the same procedures used to enroll initially. However, we may reject
your Enrollment Authorization Form if we believe that you have enrolled in the
plan and withdrawn too often. We would do this because we intend to minimize
unnecessary administrative expense and to encourage use of this plan as a
long-term shareholder investment service.
PURCHASING STOCK UNDER THE PLAN
15. Where Will The Common Stock That I Purchase Under The Plan Come From?
The plan administrator will purchase stock:
o directly from AmeriVest;
o on the open market; or
o through privately negotiated transactions.
Each time we make a dividend or other distribution, we will decide how the plan
administrator will purchase common stock. We do not have to provide you with any
written notice about the source of the common stock to be purchased, but you may
obtain current information regarding the source of the common stock by calling
Investor Relations at (303) 297-1800.
16. What Will Be The Price Of Common Stock That I Purchase Under The Plan?
If the plan administrator purchases common stock directly from us, the
price per share will be:
o 97% of the average of the high and low sales price for our common
stock as reported on the American Stock Exchange for the five days, on
which trades of our stock are reported, immediately prior to the
applicable investment date. In no event, however, will the purchase
price be less than 95% of the average of the high and low sales price
for our common stock on the applicable investment date.
If the plan administrator purchases common stock from parties other than
us, either in the open market or in privately negotiated purchases, the price
per share will be:
o 97% of the weighted average of the actual prices, including any
brokerage commissions, that the plan administrator pays for all of the
shares of common stock purchased by the plan administrator for that
month.
17. What Is The "Investment Date"?
The investment date is the date or dates on which shares of our common
stock are purchased with reinvested dividends or reinvested distributions. The
investment date under the plan depends on whether we issue new shares to you or
the plan obtains your shares by purchasing them from parties other than
AmeriVest. The investment date for reinvested dividends and reinvested
distributions is the date or dates on which our quarterly dividends or
distributions are paid if the plan administrator acquires shares directly from
us. This means that if you are reinvesting dividends declared on our common
stock, the investment date is the date of payment of quarterly dividends on our
common stock. If the plan administrator acquires shares from parties other than
AmeriVest either in open market or privately negotiated purchases the investment
date will be the date or dates of the actual purchases, but, generally, no later
than ten business days following the date on which we paid the applicable cash
dividend or distribution. The record date associated with a particular dividend
is referred to in this plan as a "dividend record date."
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18. When Will Investments Be Made Under The Plan?
The plan administrator will credit shares of our common stock purchased
with reinvested dividends or distributions to your account on the applicable
investment date for that quarter.
When the plan administrator makes purchases from parties other than
AmeriVest, those purchases may be made on any securities exchange where shares
of our common stock are traded, in the over-the-counter market or by negotiated
transactions. The plan administrator will make these purchases on terms that it
approves. Neither we nor any participant will have any power to direct the time
or price at which the plan administrator will purchase shares. However, if the
plan administrator purchases shares on the open market or in negotiated
transactions, it will use its best efforts to purchase the shares at the lowest
possible price.
19. How Many Shares Of Common Stock Will I Be Purchasing Through The Plan?
The number of shares of common stock that you purchase depends on several
factors including:
o the amount of dividends or distributions you reinvest, including
dividends on stock credited to your plan account; and
o the purchase price of the common stock on the applicable investment
date.
The plan administrator will credit your account with the number of shares
equal to the total amount to be invested divided by the applicable purchase
price. The only limit on the number of shares available for purchase directly
from us is the number of shares of common stock registered for issuance under
the plan.
20. How Will I Be Notified Of My Purchases Of Common Stock?
The plan administrator will send you an account statement following each
investment showing your activity and balance in your plan account. Your account
statement will show the number of shares purchased and their purchase price.
Your account statement also will show the total number of shares you purchased
through the plan to date during the calendar year, as well as the total number
of shares held in your account as of the investment date.
The final statement for each year will show all pertinent information for
that calendar year. You should keep this statement for tax purposes. The plan
administrator may charge you a fee if you request additional copies of your
prior account statements.
We will also send you copies of each prospectus and any amendments or
supplements to prospectuses describing the plan, and we will send you the same
information that we send to other shareholders, including quarterly reports,
annual reports, notices of shareholders meetings, proxy statements, and income
tax information for reporting dividends paid.
SELLING SHARES OF STOCK HELD IN THE PLAN
21. How Can I Sell Stock Held In My Plan Account?
You may sell some or all of your stock held in your plan account, even if
you are withdrawing from this plan. You can sell your shares either through your
broker or through the plan administrator.
If you elect to sell through a broker, you must first request the plan
administrator to send you a certificate representing the number of shares you
want to sell. The plan administrator will generally process requests for
certificates for your shares within five business days after it receives your
request. If the plan administrator receives your request on or after a dividend
record date but before the related investment date, it will process requests for
certificates approximately ten business days after the investment date.
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Alternatively, you may send the plan administrator a request to sell some
or all of the shares held in your plan account. You will not be able to direct
the date or price at which the plan administrator sells your stock. The plan
administrator will use its best efforts to make the sale in the open market
within five trading days after receiving your request. After the sale you will
receive the proceeds of the sale minus:
o a brokerage commission,
o any applicable taxes, and
o an administrative fee paid to the plan administrator per transaction.
If you contact the plan administrator toll free at (800) 884-4225, they will
provide you with the current brokerage commission and administrative fee amounts
in effect at the time your request for sale is made.
The plan administrator will engage a broker to sell your shares. The plan
administrator will mail you a check for the shares you sell after it receives
the funds from the brokerage firm.
If you wish to sell some or all of the shares in your plan account, you
should contact the plan administrator at:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
Please remember that if you elect to sell your stock through the plan
administrator, the price of our common stock may decline during the period
between your request for sale, the plan administrator's receipt of your request,
and the date of the sale in the open market. The plan administrator will use its
best efforts to sell your shares within five trading days after receiving your
request. You should carefully evaluate this risk, which you bear. You bear a
similar risk between the time that you request a certificate and the time the
certificate is actually delivered to you.
22. What Happens When I Sell Or Transfer All Of The Shares Of Common Stock Held
Outside The Plan?
If you sell or transfer all shares of our stock registered in your name
outside your plan account, the plan administrator, until you give other
instructions, will continue to reinvest the dividends on the common stock in
your plan account according to your instructions on the Enrollment Authorization
Form.
If you direct the plan administrator to pay cash dividends on some of your
stock and to reinvest dividends on the remaining shares, and you sell or
transfer a portion of your shares, you should provide new written instructions
to the plan administrator regarding payment of cash dividends and/or
reinvestment of dividends. If the plan administrator does not receive new
instructions, it will reinvest dividends on all shares held in the plan and will
reinvest dividends on all shares participating in the plan up to the number of
shares indicated on your most recent Enrollment Authorization Form.
If you sell or transfer all of the shares registered in your name and all
whole common stock held in your plan account, the plan administrator will mail
you a cash payment representing any fractional share in your plan account upon
your request or at our request.
23. What Happens To A Fraction Of A Share Of Common Stock When I Withdraw From
The Plan Or The Plan Is Terminated?
When you withdraw from this plan or we terminate this plan, the plan
administrator will mail you a cash payment representing any fractional share of
common stock upon your request or at our request. The cash payment will be based
upon the market price on the date the plan administrator processes your
withdrawal or termination.
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OWNING STOCK THROUGH THE PLAN
24. How Will I Be Credited With Dividends On Stock Held In My Plan Account?
We pay dividends to all holders of record of our stock, when and as
declared. The plan administrator will receive and credit plan participants with
dividends for all stock you hold in the plan, including any fractional share.
The plan administrator will reinvest dividends in additional shares of our
common stock or distribute dividends, according to your instructions, however,
dividends paid on all plan shares will be reinvested.
25. Can I Have Dividends On Stock Held In The Plan Sent Directly To Me?
In general, dividends on stock held in the plan will be reinvested. If you
elect the partial dividend reinvestment alternative, you will receive cash
dividends on the specified number of shares registered in your name outside the
plan.
You may withdraw from the plan by written notice to the plan administrator.
When the plan administrator issues a stock certificate to you, future dividends
on these shares of common stock will be treated according to the instructions on
your Enrollment Authorization Form.
26. What Happens If AmeriVest Declares A Stock Split?
The plan administrator will add any shares resulting from a stock split, on
shares you hold in your plan account, to your plan account. We will issue any
shares resulting from a stock split, on stock held by you outside the plan, in
the same manner as we would if you were not participating in this plan.
27. If AmeriVest Issues Rights To Purchase Securities To The Holders Of Common
Stock, How Will The Rights On Plan Shares Be Handled?
If we issue rights to purchase additional shares of our common stock or any
other securities to holders of our common stock, the plan administrator will
sell those rights relating to shares of common stock held by the plan
administrator for participants and invest the proceeds in additional shares of
common stock on the next investment date. In the event that those rights are not
saleable or detachable, the plan administrator will hold those rights for your
benefit. If you wish to receive any rights directly, you may do so by sending to
the plan administrator, at least five business days before the record date for
the rights offering, a written request that certificates for shares in your plan
account be sent to you.
28. How Will The Stock Held Under This Plan Be Voted At Meetings Of
Shareholders?
If you own shares of stock registered in your name and return a properly
completed and signed proxy card, the plan administrator will vote any stock held
in your plan account in accordance with the instructions on your proxy card.
If you return a properly signed proxy card or instruction form but no
instructions are set forth thereon with respect to any item, all of your stock,
both that registered in your name and that credited to your plan account, will
be voted in the same manner as for non-participating shareholders who return
proxies and do not provide instructions with respect to that item - that is, in
accordance with the recommendation of AmeriVest's management. If the proxy card
or instruction form is not returned or if it is returned unsigned, none of the
participant's stock will be voted unless the participant votes in person.
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29. Will Stock Certificates Be Issued For Common Stock Purchased Under The Plan?
Normally we will not issue certificates for shares that you purchase under
the plan. Your account statement will show the number of shares held in your
plan account. In addition to minimizing the costs of this plan, this additional
service protects against loss, theft or destruction of stock certificates.
However, you may at any time request that the plan administrator issue a
certificate for any whole number of shares of common stock, up to the number of
full shares credited to your plan account. The plan administrator will generally
issue certificates approximately five business days after it receives your
request. If the plan administrator receives your request on or after a dividend
record date and before the related investment date, it will issue certificates
approximately ten business days after the related investment date. Your request
must be in writing, and you should mail it to:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
Future dividends on any shares for which you request a stock certificate
will be treated according to your instructions indicated on the Enrollment
Authorization Form. If you request certificates for less than all of the stock
in your plan account, any remaining full shares and fractional share in your
plan account will continue to be invested in accordance with the instructions
given on your Enrollment Authorization Form. We retain the right to
automatically withdraw you from the plan if your plan account is less than one
whole share as a result of withdrawals or sales of stock and you are not
reinvesting dividends from any stock registered in your name.
We will not issue certificates for fractional shares of common stock under
any circumstances.
30. In Whose Name Will Certificates Be Registered When Issued?
We will issue stock certificates registered in your name as it appears on
your plan account.
You may ask the plan administrator to issue certificates in names other
than the plan account name, but you must comply with any applicable laws and you
must pay any applicable taxes. You must make this request in writing, and your
signature must be guaranteed by a qualified medallion guarantee member.
31. Is A Safekeeping Service Available To Hold My Shares?
Yes. The plan administrator will hold your shares in safekeeping without
cost, thus eliminating the worry about certificates' being lost or stolen. Your
account statement will identify the number of shares of common stock you hold
and the number of shares in your plan account.
You may also transfer other shares of our stock that are registered in your
name to your plan account at no cost. This eliminates the need for safekeeping
of the certificates for those shares. If you send certificates to the plan
administrator, please send them registered mail, return receipt requested,
properly insured, because you will bear the risk if the certificates are lost or
stolen in transit. You may mail certificates to the following address:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
When necessary, you can simply request that certificates be issued as your
needs require.
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32. Can I Pledge Shares In My Plan Account?
No. You may not pledge any shares of our stock that you hold in your plan
account. Any pledge of shares in a plan account is null and void. If you wish to
pledge shares, you must first withdraw those shares from the plan and request
that the plan administrator send you certificates for those shares.
IMPORTANT TAX CONSEQUENCES
33. What Are The Federal Income Tax Consequences Of Participation In The Plan?
In general, if you enroll in the plan, as of the date of this prospectus,
you will have the same federal income tax obligations with respect to reinvested
dividends as you would with dividends not reinvested under this plan.
You will be treated for federal income tax purposes as having received, on
each investment date, a cash distribution equal to the full amount of the cash
dividend payable on that date on the shares of common stock held in your account
and all other stock that you own. The Internal Revenue Code requires this
treatment even though you never actually receive the reinvested dividends in
cash because your dividends are used instead to purchase shares of common stock.
In the case of reinvested dividends used to purchase stock directly from us, you
will be treated as having received a distribution for federal income tax
purposes equal to the fair market value of the stock that you acquire through
the plan. This amount would include the amount of the cash dividends that you
reinvest and the 3% discount. The value of such shares will be based on 100% of
the average of the highest and lowest prices for our common stock on the
American Stock Exchange on the applicable investment date, and not on the
discounted price that you will pay for shares under the plan. Your tax basis in
common stock acquired through dividend reinvestment will equal the amount
treated as a distribution for federal income tax purposes.
For example, if you reinvest $100 in dividends and the market price of our
common stock was $5 on the investment date, you would receive 20.62 shares of
common stock with a fair market value on the investment date of $103.10 ($5 x
20.62 shares) if the plan administrator purchases such shares directly from us.
Accordingly, for federal income tax purposes, you would have received a
distribution of $103.10, rather than the $100 amount of cash dividends. This
price is assumed for illustrative purposes only and will vary with the market
price of our common stock.
The holding period for stock purchased with dividends begins on the day
after the applicable investment date.
Distributions with respect to your stock will be taxable as ordinary
dividend income for federal income tax purposes to the extent made out of our
current or accumulated earnings and profits. Distributions in excess of our
current or accumulated earnings and profits will be treated for federal income
tax purposes as a return of capital. The amount of a return of capital would
first reduce the tax basis of the common stock to which the distribution is
attributable to the extent of that tax basis, and the excess, if any, of the
amount treated as a return of capital over such tax basis would be treated as a
gain from the disposition of such stock. In the event that we designate a part
or all of the amount distributed as a capital gain dividend, the amount so
designated should be treated by you as long-term capital gain.
You will recognize gain or loss when a fractional share interest is
liquidated or when you sell or exchange common stock. The gain or loss will
equal the difference between the amount you receive for the fractional share
interest or the common stock and the tax basis for the fractional share or
common stock.
Tax consequences will vary depending on your specific circumstances. You
should discuss specific tax questions regarding your participation in the plan
with your own tax advisor.
We urge you to save your account statements in order to calculate your tax
basis per share of common stock. The plan administrator will charge you a fee
for copies of past account statements.
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34. What Provision Is Made For Shareholders Subject To Income Tax Withholding?
If you are a foreign shareholder whose dividends are subject to United
States income tax withholding, or a domestic shareholder whose dividends are
subject to backup withholding taxes, the plan administrator will reinvest an
amount equal to the dividend less the amount of any tax required to be withheld.
We will have amounts withheld from dividends paid to the United States Treasury
and the respective participants will be advised of the amounts withheld.
OTHER IMPORTANT PROVISIONS
35. Can AmeriVest Change Or Discontinue The Plan?
While we currently intend to continue this plan indefinitely, we may amend,
suspend, modify or terminate this plan at any time. We will send you notice of
any amendment, suspension, modification or termination. The plan administrator
may resign at any time upon reasonable notice to us in writing.
We may elect and appoint at any time a new plan administrator, including
ourselves, to administer this plan.
36. What Are The Responsibilities Of AmeriVest And The Plan Administrator Under
The Plan?
AmeriVest and the plan administrator will not be liable for any act done in
good faith or for any omission to act, in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's plan account upon the participant's death prior to receipt of
notice in writing of such death.
You should recognize that neither AmeriVest nor the plan administrator can
assure you of a profit or protect you against a loss on the stock purchased or
sold by you under this plan.
37. Who Interprets And Regulates The Plan?
Any questions of interpretation arising under this plan will be determined
by AmeriVest and any determination will be final. We may adopt rules and
regulations to facilitate the administration of this plan. The terms and
conditions of this plan and its operation will be governed by the laws of the
State of Maryland.
USE OF PROCEEDS
We will use the net proceeds from the sale of common stock purchased
through this plan for general corporate purposes, including investment in new
properties, capital improvements to currently owned properties and the reduction
of debt.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with this offering, including the validity of the issuance of the securities
offered in this prospectus. Attorneys employed by that law firm beneficially own
9,650 shares of our common stock and warrants to purchase 1,500 shares of common
stock.
EXPERTS
The consolidated financial statements appearing in our Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1999 have been audited by
Wheeler Wasoff, P.C., independent auditors, as set forth in their report
included in the Annual Report and incorporated in this prospectus by reference.
Those financial statements are incorporated in this prospectus by reference in
reliance upon that report and upon the authority of that firm as experts in
auditing and accounting.
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SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION
The General Corporation Law of the State of Maryland (the "Maryland Code")
provides for mandatory indemnification against reasonable expenses incurred by
directors and officers of a corporation in connection with an action, suit or
proceeding brought by reason of their position as a director or officer if they
are successful, on the merits or otherwise, in defense of the proceeding. The
Maryland Code also allows a corporation to indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.
The Maryland Code permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a corporation may not indemnify a director or officer if the proceeding was one
by or on behalf of the corporation and in the proceeding the director of officer
is adjudged to be liable to the corporation. Our Bylaws provide that we are
required to indemnify our directors and officers to the fullest extent permitted
by law, including those circumstances in which indemnification would otherwise
be discretionary.
In addition to the general indemnification described above, we have
adopted, in our articles of incorporation, a provision under the Maryland Code
that eliminates and limits certain personal liability of directors and officers
for monetary damages for breaches of the fiduciary duty of care.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, that indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference include "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements other
than statements of historical fact included in or incorporated into this
prospectus regarding our financial position, business strategy, plans and
objectives of management for future operations and capital expenditures are
forward-looking statements. Although we believe that the expectations reflected
in those forward-looking statements are reasonable, we can give no assurance
that those expectations will prove to have been correct.
Additional statements concerning important factors that could cause actual
results to differ materially from our expectations ("Cautionary Statements") are
disclosed in this prospectus, including the "Risk Factors" section, and in the
documents incorporated into this prospectus. All written and oral
forward-looking statements attributable to us or persons acting on our behalf
subsequent to the date of this prospectus are expressly qualified in their
entirety by the Cautionary Statements.
WHERE YOU CAN FIND MORE AVAILABLE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
filed with the SEC under the Securities Act. The registration statement on Form
S-3, along with any amendments, are referred to in this prospectus as the
registration statement. This prospectus does not contain all the information set
forth in the registration statement and exhibits to the registration statement,
and statements included in this prospectus as to the content of any contract or
other document referred to are not necessarily complete. For further
information, please review the registration statement and to the exhibits and
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schedules filed with the registration statement. In each instance where a
statement contained in this prospectus regards the contents of any contract or
other document filed as an exhibit to the registration statement, reference is
made to the copy of that contract or other document filed as an exhibit to the
registration statement, and those statements are qualified in all respects by
this reference.
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. The reports and other information that we file
with the SEC can be inspected and copied at the following public reference
facilities maintained by the SEC:
o 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o 7 World Trade Center, New York, New York 10048.
Copies of these materials also can be obtained at prescribed rates by writing to
the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. Documents filed electronically by us with the SEC are available at the
SEC's world wide web site at http://www.sec.gov. The SEC's world wide web site
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Information about the
operation of the SEC's public reference facilities may be obtained by calling
the SEC at 1-800-SEC-0330.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the future
to be, filed with the SEC (File No. 001-14462) pursuant to the Exchange Act are
incorporated into this prospectus by reference:
o Our Annual Report on Form 10-KSB for the year ended December 31, 1999;
o Our Quarterly Reports on Form 10-QSB for each of the quarters ended
March 31, 2000 and June 30, 2000;
o The description of our common stock contained in our registration
statement on Form 8-A as filed with the SEC on January 24, 2000;
o Our Proxy Statement dated May 2, 2000 concerning our Annual Meeting of
Shareholders held on June 6, 2000;
o Our Current Report on Form 8-K regarding the acquisition of the
Panorama Falls Building on May 25, 2000 as filed with the SEC on June
9, 2000;
o Our Current Report on Form 8-K regarding the change of our principal
accountants on April 5, 2000 filed with the SEC on April 7, 2000;
o Our Current Report on Form 8-K regarding the advisory agreement with
Sheridan Realty Advisors LLC effective January 1, 2000 filed with the
SEC on January 18, 2000; and
o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made hereby.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference Requests for copies should be directed to James F.
Etter, President, AmeriVest Properties Inc., 1800 Glenarm Place, Suite 500,
Denver, Colorado 80202, telephone number (303) 297-1800.
21
<PAGE>
AMERIVEST PROPERTIES INC.
Dividend Reinvestment Plan
1,000,000 Shares of Common stock
TABLE OF CONTENTS Page
----
SUMMARY OF THE PLAN............... 2
RISK FACTORS...................... 4
OVERVIEW OF THE COMPANY........... 8
TERMS AND CONDITIONS OF THE
DIVIDEND REINVESTMENT PLAN...... 8
GENERAL INFORMATION............... 8
YOUR CHOICES UNDER THE PLAN....... 8
PARTICIPATING IN THE PLAN......... 11
PURCHASING STOCK UNDER THE PLAN... 13
SELLING SHARES OF STOCK HELD IN
THE PLAN........................ 15
OWNING STOCK THROUGH THE PLAN..... 16
IMPORTANT TAX CONSEQUENCES........ 18
OTHER IMPORTANT PROVISIONS........ 19
USE OF PROCEEDS................... 20
LEGAL MATTERS..................... 20
EXPERTS........................... 20
SECURITIES AND EXCHANGE
COMMISSION POSITION ON ___________, 2000
CERTAIN INDEMNIFICATION......... 20
DISCLOSURE REGARDING FORWARD
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS........... 21
WHERE YOU CAN FIND MORE
AVAILABLE INFORMATION............ 21
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.......... 22
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
-----------------------------------------------------
The following is an itemization of all expenses (subject to future
contingencies) incurred or to be incurred by the Registrant in connection with
the registration of the securities being offered. The selling shareholders will
not pay any of the following expenses.
Registration Fee $ 1,324
American Stock Exchange Additional Listing Fee $ 17,500
Printing Expenses* $ 1,000
Accounting Fees and Expenses* $ 2,500
Legal Fees and Expenses* $ 10,000
Blue Sky Fees and Expenses* $ 500
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 1,676
----------
Total $ 35,000
==========
------------
* Estimated
Item 15. Indemnification Of Directors And Officers.
---------------------------------------------------
Section 2-418 of the General Corporation Law of the State of Maryland (the
"Maryland Code") provides for mandatory indemnification against reasonable
expenses incurred by directors and officers of a corporation in connection with
an action, suit or proceeding brought by reason of their position as a director
or officer if they are successful, on the merits or otherwise, in defense of the
proceeding. In addition, a corporation may indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.
The Maryland Code also permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a corporation may not indemnify a director or officer if the proceeding was one
by or on behalf of the corporation and in the proceeding the director of officer
is adjudged to be liable to the corporation.
The Company's Bylaws provide that the Company is required to indemnify its
directors and officers to the fullest extent permitted by law, including those
circumstances in which indemnification would otherwise be discretionary. The
Company also has adopted, in its Articles of Incorporation, a provision under
Section 2-405.2 of the Maryland Code that eliminates and limits certain personal
liability of directors and officers for monetary damages for breaches of the
fiduciary duty of care.
Item 16. Exhibits.
------------------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration Statement on Form
SB-2 filed with the SEC on June 21, 1996, (Registration No.
333-5114-D).
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Wheeler Wasoff, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
II-1
<PAGE>
24 Power Of Attorney (included in Part II of the Registration
Statement).
99.1 Letter to shareholders concerning the Dividend Reinvestment Plan
99.2 Brochure for Dividend Reinvestment Plan
99.3 Form of Enrollment Authorization Form
Item 17. Undertakings.
----------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities And Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes:
(1) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 21st day of August
2000.
AMERIVEST PROPERTIES INC.
By:/s/ William T. Atkins
----------------------------------------------
William T. Atkins, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the registration
statement appearing below, hereby constitute and appoint James F. Etter or
Charles K. Knight, and each or either of them, with full power of substitution,
as attorneys-in-fact in their names, place and stead to execute any and all
amendments to this registration statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
--------- ----- ----
/s/ James F. Etter President and Director August 21, 2000
-------------------------
James F. Etter
/s/ Harry P. Gelles Director August 21, 2000
-------------------------
Harry P. Gelles
/s/ Charles R. Hoffman Director August 21, 2000
-------------------------
Charles R. Hoffman
/s/ John A. Labate Director August 21, 2000
-------------------------
John A. Labate
/s/ Robert J. McFann Director August 21, 2000
-------------------------
Robert J. McFann
/s/ William T. Atkins Chief Executive Officer August 21, 2000
------------------------- (Principal Executive Officer)
William T. Atkins and Director
/s/ Charles K. Knight Secretary and Director August 21, 2000
-------------------------
Charles K. Knight
/s/ D. Scott Ikenberry Chief Financial Officer August 21, 2000
------------------------- (Principal Financial Officer)
D. Scott Ikenberry Financial Officer)
<PAGE>
Exhibit Index
The following is a complete list of Exhibits filed as part of this
Registration Statement:
Number Description
------ -----------
4.1 Specimen Common Stock Certificate. Incorporated by reference from
Exhibit 4.1(a) of the Registrant's Registration Statement on Form
SB-2 filed with the SEC on June 21, 1996, (Registration No. 333-5114-D).
5 Opinion of Patton Boggs LLP regarding legality.
23.1 Consent of Wheeler Wasoff, P.C.
23.2 Consent of Patton Boggs LLP (included in the opinion regarding
legality set forth in Exhibit 5).
24 Power Of Attorney (included in Part II of the Registration
Statement).
99.1 Letter to shareholders concerning the Dividend Reinvestment Plan
99.2 Brochure for Dividend Reinvestment Plan
99.3 Form of Enrollment Authorization Form
