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): August 25, 2000
AmeriVest Properties Inc.
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-14462 84-1240264
-------- ------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
1800 Glenarm Place, Suite 500, Denver, Colorado 80202
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 297-1800
<PAGE>
Item 2. Acquisition or Disposition of Assets
Sale of Self-Storage Properties. On August 25, 2000, we completed the sale
of our four self-storage facilities in Denver, Westminster, Thornton and Arvada,
Colorado (the "Self-Storage Properties") to affiliates of Extra Space, LLC for
$8,400,000, resulting in a gain on sale of the Self-Storage Properties of
approximately $2,400,000. The sales price for the Self-Storage Properties was
determined through negotiations between us and Extra Space, LLC. We reinvested
the proceeds from this transaction in a tax-deferred exchange under Section 1031
of the Internal Revenue Code described in more detail below.
Purchase of Denver Office Buildings. On August 31, 2000, we completed the
acquisition of three office buildings located at 1777, 1780 and 1805 South
Bellaire Street in Denver, Colorado (the "Acquired Buildings"). The Acquired
Buildings contain an aggregate of approximately 140,673 square feet and are
located on approximately 3.74 acres of land with 400 surface parking spaces in
Denver. The aggregate purchase price for the Acquired Buildings was $9,600,000,
which was paid by utilizing approximately $1,820,000 in proceeds from the sale
on August 25, 2000 of the Self-Storage Properties, approximately $7,048,000 from
the proceeds of a loan from U.S. Bank National Association ("U.S. Bank Loan")
and the balance from our funds. The acquisition was structured as a tax-deferred
exchange of the Self-Storage Properties under Section 1031 of the Internal
Revenue Code.
The Acquired Buildings were purchased from EBD Associates, LLC and WCD
Associates, LLC, both of which are Colorado limited liability companies (the
"Sellers"). The purchase price of the Acquired Buildings was determined through
negotiations between us and the Sellers.
As of the closing date, the Acquired Buildings were approximately 89%
leased to 112 tenants under leases ranging from month to month to five years. We
intend to significantly refurbish the Acquired Buildings and lease them to
tenants in our target market with an average tenant size under 3,000 square
feet.
The Acquired Buildings will be managed by Sheridan Realty Advisors, LLC
("Sheridan") under the terms of the Advisory Agreement between us and Sheridan
dated January 1, 2000.
The U.S. Bank Loan bears interest at the LIBOR Rate plus 2.25% (for a rate
of 8.875% for the period from August 31, 2000 through September 29, 2000), is
due in full August 31, 2003 (with a one-year extension option) and is secured by
a first mortgage on the Acquired Buildings. Under the terms of the U.S. Bank
Loan, we may borrow up to an additional $2,250,000 from U.S. Bank to cover a
portion of the hard and soft costs associated with the refurbishment of the
Acquired Buildings by presenting draw requests as those costs are incurred. We
expect to begin construction of the new improvements before the end of 2000.
Item 5. Other Events.
Completion of Public Offering. On August 31, 2000, we completed our
previously announced public offering of Units of common stock and warrants with
a total of $3,000,000 of gross proceeds from the sale of 300,000 Units to 84
investors. Each Unit consisted of two shares of common stock and one redeemable
common stock purchase warrant to purchase one share of common stock for $5.00
per share until June 27, 2005.
Press Release. The press release of Registrant dated September 6, 2000,
which is filed as Exhibit 99.1 to this Form 8-K, is incorporated into this Item
5 by this reference.
<PAGE>
Item 7. Financial Statements And Exhibits.
(a) Financial Statements Of Business Acquired
The financial statements required by this Item will be filed pursuant
to an amendment to this Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be
filed pursuant to an amendment to this Form 8-K.
(c) Exhibits
Exhibit Number Exhibit Title
-------------- -------------
99.1 Press Release dated September 6, 2000.
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: September 8, 2000 AMERIVEST PROPERTIES INC.
By: /s/ William T. Atkins
-------------------------
William T. Atkins
Chief Executive Officer
