SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2000
AmeriVest Properties Inc.
(Exact name of registrant as specified in its charter)
Maryland 1-14462 84-1240264
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1800 Glenarm Place, Suite 500, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 297-1800
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Item 2. Acquisition or Disposition of Assets
On May 25, 2000, Registrant completed the acquisition of an office building
known as Panorama Falls (the "Panorama Building") located in southeast Denver,
Colorado. The Panorama Building contains an aggregate of approximately 61,963
square feet. The aggregate purchase price for the Panorama Building was
$5,900,000, which was paid by utilizing approximately $516,000 in proceeds from
the sale in December, 1999 of an industrial and showroom building in Denver (the
"Broadway Property"), approximately $300,000 from the Registrant's line of
credit with Wells Fargo Bank West, N.A, (the "Line of Credit"), approximately
$200,000 from the proceeds of a temporary loan to Registrant by the Alexander S.
Hewitt Trust (the "Hewitt Loan") and the balance of approximately $4,919,800
from the proceeds of a loan from KeyBank National Association ("KeyBank Loan").
The acquisition was structured as a tax-deferred exchange of the Broadway
Property under Section 1031 of the Internal Revenue Code.
The Acquired Buildings were purchased from Jones Panorama Properties, Inc.,
a Colorado corporation and wholly-owned subsidiary of Comcast Corp. The purchase
price of the Acquired Buildings was determined through negotiations between
Registrant and Comcast.
As required pursuant to the terms of the Purchase and Sale Agreement
between Registrant and Comcast, Comcast has leased approximately 10,080 square
feet in the Panorama Building through May 24, 2002 (the "Comcast Lease"). The
remainder of the Panorama Building (approximately 51,883 square feet) has been
leased to Rhythms Net Connections Inc. through September 30, 2008 with Rhythms
assuming the additional space currently leased to Comcast upon expiration of the
Comcast Lease.
The Panorama Building will be managed by Sheridan Realty Advisors, LLC
("Sheridan") under the terms of the Advisory Agreement between the Registrant
and Sheridan dated January 1, 2000.
The KeyBank Loan bears interest at the LIBOR Rate plus 2.20% (9.2625% at
June 8, 2000), is due in full June 1, 2002 and is secured by a first mortgage on
the Panorama Building. The Line of Credit bears interest at the Wells Fargo
prime rate plus 1% (10.5% at June 8, 2000), matures in May 2001 and is secured
by a second mortgage on the Registrant's Arvada self storage facility. The
Hewitt Loan accrues interest at the prime rate, is due on demand in one year or
five days after closing of the Registrant's public offering of Units of Common
Stock and Warrants with proceeds to Registrant of at least $2 million and is
unsecured. Alexander S. Hewitt is a shareholder and officer of the Registrant,
an owner and officer of Sheridan and a trustee and beneficiary of the trust that
made the Hewitt Loan.
Item 5. Other Events.
Press Release. The press release of Registrant dated May 30, 2000, which is
filed as Exhibit 99.1 to this Form 8-K, is incorporated into this Item 5 by this
reference.
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Item 7. Financial Statements And Exhibits.
(a) Financial Statements Of Business Acquired.
Not Required.
(b) Pro Forma Financial Information.
Not Required.
(c) Exhibits.
Exhibit Index
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Exhibit
Number Description
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10.1 Agreement of Sale dated February 24, 2000 between AmeriVest Broadway
Properties Inc. and Jones Panorama Property, Inc. (Incorporated by
reference from Exhibit 10.7 to Registrant's Registration Statement on
Form SB-2 filed with the SEC on March 3, 2000)
99.1 Press release dated May 30, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 8, 2000 AMERIVEST PROPERTIES INC.
/s/ James F. Etter
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James F. Etter
President
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