SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ____]
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
AmeriVest Properties Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
Not applicable
2. Aggregate number of securities to which transaction applies:
Not applicable
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not applicable
4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid: Not applicable
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3. Filing Party: Not applicable
4. Date Filed: Not applicable
<PAGE>
AMERIVEST PROPERTIES INC.
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
(303) 297-1800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held June 6, 2000
The Annual Meeting Of Shareholders of AmeriVest Properties Inc. (the
"Company") will be held on June 6, 2000 at 10:00 a.m. (Denver time) at the
Westin Hotel, 1672 Lawrence Street, Denver, Colorado 80202, for the following
purposes:
1. To elect three Class 1 directors, one Class 2 director and one Class 3
director to our Board Of Directors;
2. To consider and vote upon the approval of the issuance to Sheridan
Realty Advisors, LLC five-year warrants to purchase up to 750,000
shares of our common stock at $5 per share, designed to provide
incentive compensation for Sheridan Realty Advisors' performance
pursuant to an agreement entered into between us and Sheridan Realty
Advisors;
3. To ratify the selection of Arthur Andersen LLP to serve as our
independent certified accountants for the year ending December 31,
2000; and
4. To transact any other business that properly may come before the
meeting.
Only the shareholders of record as shown on the transfer books of the
Company at the close of business on April 24, 2000 are entitled to notice of,
and to vote at, the shareholders meeting.
All shareholders, regardless of whether they expect to attend the meeting
in person, are requested to complete, date, sign and return promptly the
enclosed form of proxy in the accompanying envelope (which requires no postage
if mailed in the United States). The person executing the proxy may revoke it at
any time before it is exercised by delivering written notice of revocation to
us, by substituting a new proxy executed at a later date, or by requesting, in
person at the shareholders meeting, that the proxy be returned.
ALL SHAREHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE
SHAREHOLDER MEETING.
By the Board Of Directors
/s/ CHARLES K. KNIGHT
---------------------
CHARLES K. KNIGHT
Corporate Secretary
Denver, Colorado
May 2, 2000
<PAGE>
PROXY STATEMENT
AMERIVEST PROPERTIES INC.
1800 Glenarm Place Suite 500
Denver, Colorado 80202
(303) 297-1800
ANNUAL MEETING OF SHAREHOLDERS
to be held
June 6, 2000
This Proxy Statement is provided in connection with the solicitation of
proxies by the Board Of Directors of AmeriVest Properties Inc., a Maryland
corporation (the "Company"), to be voted at the Annual Meeting Of Shareholders
of the Company to be held at 10:00 a.m. (Denver time) on June 6, 2000 at the
Westin Hotel, 1672 Lawrence Street, Denver, Colorado 80202 or at any adjournment
or postponement of the meeting. We anticipate that this Proxy Statement and the
accompanying form of proxy will be first mailed or given to shareholders on or
about May 2, 2000.
The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated on the proxies. Unless otherwise directed, the shares represented by
proxies will be voted as follows: (1) for James F. Etter, John A. Labate and
Harry P. Gelles as the nominees for Class 1 directors, for Charles K. Knight as
the nominee for Class 2 director and for William T. Atkins as the nominee for
Class 3 director; (2) in favor of issuing 750,000 five-year warrants to purchase
our common stock designed to provide incentive compensation for Sheridan Realty
Advisors; and (3) in favor of the selection of Arthur Andersen LLP as our
independent auditors, all as described in this Proxy Statement.
Members of our Board of Directors who are recommending these proposals,
including the proposal to issue warrants to Sheridan Realty Advisors, are owners
and managers of Sheridan Realty Advisors. These relationships are described
below under "Transactions Between The Company And Related Parties - Agreement
With Sheridan Realty Advisors, LLC" and "Proposal No. 2 - To Approve Issuance Of
Warrants."
A shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of revocation to us, by substituting a
new proxy executed at a later date, or by requesting, in person at the annual
meeting, that the proxy be returned.
The solicitation of proxies is to be made principally by mail; however,
following the original solicitation, further solicitations may be made by
telephone or oral communication with shareholders. Our officers, directors and
employees may solicit proxies, but without compensation for such solicitation
other than their regular compensation as employees of the Company. Arrangements
also will be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to beneficial owners of the shares
held of record by those persons. We may reimburse those persons for reasonable
out-of-pocket expenses incurred by them in so doing. All expenses involved in
preparing, assembling and mailing this Proxy Statement and the enclosed material
will be paid by us. A majority of the issued and outstanding shares of common
stock entitled to vote, represented either in person or by proxy, constitutes a
quorum at any meeting of the shareholders.
Unless the context indicates otherwise, the terms "us", "we", or the
"Company" shall be used in the Proxy Statement to include AmeriVest Properties
Inc. and all its subsidiaries that existed during the period of reference.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Our Articles Of Incorporation provide that our Board Of Directors is
divided into three classes, designated Class 1, Class 2 and Class 3. Directors
from each class are elected once every three years for a three-year term. John
Labate and James F. Etter serve as the Class 1 directors, Charles R. Hoffman
serves as the Class 2 director, and Robert J. McFann serves as the Class 3
director. The terms of James F. Etter and John A. Labate expire at the annual
meeting. In addition, as required by the terms of the Purchase Agreement for the
Keystone Buildings, we appointed two designees of the seller of the Keystone
Buildings to serve as directors of the Company. The seller has designated and
the Board Of Directors has approved the designation of Charles K. Knight and
William T. Atkins as Class 2 and Class 3 directors, respectively. Because
Messrs. Knight and Atkins were not elected by the shareholders, our Articles Of
<PAGE>
Incorporation provide that their terms expire at the annual meeting. In
addition, the Board Of Directors has expanded the number of Directors from six
to seven and has recommended that Harry P. Gelles be added to the Board as a
Class 1 Director. Mr. Gelles does not currently serve on the Board Of Directors.
At the Annual Meeting, the shareholders will elect three Class 1 directors, one
Class 2 director and one Class 3 director to hold office until the annual
meetings of shareholders to be held in each of the years 2003, 2002 and 2001,
respectively, and thereafter until their successors are elected and have
qualified. The affirmative vote of a majority of the shares represented at the
meeting is required to elect each director. Cumulative voting is not permitted
in the election of directors. Consequently, each shareholder is entitled to one
vote for each share of common stock held in the shareholder's name. In the
absence of instructions to the contrary, the person named in the accompanying
proxy shall vote the shares represented by that proxy for Mr. Labate, Mr. Etter
and Mr. Gelles as nominees of the Board Of Directors for Class 1 directors of
the Company, for Mr. Knight as nominee of the Board for Class 2 director, and
for William T. Atkins as nominee of the Board for Class 3 director.
There is no nominating committee of the Board Of Directors. Our bylaws
provide that the board of directors, or a nominating committee of the Board if
one is formed in the future, will consider nominations for directors submitted
by shareholders in accordance with the bylaws. To be considered, the nominations
generally must be submitted to the secretary of the Company not less than 53
days or more than 90 days prior to any meeting of the shareholders at which
directors are to be elected. Each notice of nomination of directors by a
shareholder must set forth the following:
o the name, age, business address and, if known, residence address of
each nominee proposed in that notice,
o the principal occupation or employment of each such nominee for the
five years preceding the date of the notice,
o the number of shares of stock of the Company that are beneficially
owned by each nominee, and
o any arrangement, affiliation, association, agreement or other
relationship of the nominee with any shareholder of the Company.
The chairman of any meeting of shareholders may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with
this procedure and that the defective nomination will be disregarded
Each of Messrs. Labate, Etter, Knight, Gelles and Atkins has consented to
be named in this proxy statement as a nominee for director and to serve on the
Board if elected. It is not anticipated that each of Messrs. Labate, Etter,
Knight, Gelles and Atkins will become unable or unwilling to accept nomination
or election, but, if that should occur, the persons named in the proxy intend to
vote for the election of such other person as the Board Of Directors may
recommend.
The following table sets forth, with respect to each director, the
director's age, his positions and offices with the Company, the expiration of
his term as a director, and the year in which he first became a director.
Individual background information concerning each of the directors follows the
table. For additional information concerning the directors, including ownership
of the our common stock and compensation for serving as a director, see
"Executive Compensation", "Stock Ownership Of Directors And Principal
Shareholders", and "Certain Transactions With Management And Principal
Shareholders".
<TABLE>
<CAPTION>
Position with the Company/
Position with Sheridan Realty Expiration Of Initial Date
Name Age Advisors, LLC Term As Director As Director
- ---- --- ------------- ---------------- -----------
<S> <C> <C> <C> <C>
William T. Atkins 50 Chief Executive Officer and 2000 Annual 1999
Director/Chairman of the Meeting
Advisor
James F. Etter 57 President and Chief Operating 2000 Annual 1995
Officer and a Director Meeting
2
<PAGE>
Harry P. Gelles 66 Nominee for Director N/A N/A
Charles R. Hoffman(1) 63 Chairman Of The Board 2001 Annual 1994
Meeting
Charles K. Knight 42 Secretary and Director/ 2000 Annual 1999
President of the Advisor Meeting
John A. Labate(1) 51 Director 2000 Annual 1995
Meeting
Robert J. McFann 82 Director 2002 Annual 1994
Meeting
- ----------
</TABLE>
(1) Member of the Audit Committee of the Board.
William Atkins has served as a director of the Company since August 1999
and, since December 1999, as our Chief Executive Officer and as Chairman and
Chief Executive Officer and managing member of Sheridan Realty Advisors, LLC.
Since 1990, he has served as President of Sheridan Realty Corp., of which he is
a principal shareholder and co-founder. Sheridan Realty Corp. is involved in the
commercial real estate business and serves as the general partner of Sheridan
Realty Partners, L.P, the former owner of the Keystone Buildings. Since 1996,
Mr. Atkins has also served as general partner of Atkins Ltd. Partnership, an
investment company. Since 1996, Mr. Atkins has served as a director of Rock
River Trust Company, which is involved in trust administration, and from 1996
through 1998 he served as President of Rock River Trust Company. Mr. Atkins
earned a Bachelor of Arts degree in economics from Stanford University in 1971.
James F. Etter has served as our President since May 1995, as our Chief
Financial Officer from July 1996 until December 1999 and as our Chief Executive
Officer from January 1997 until December 1999. From 1994 until May 1995, Mr.
Etter acted as a consultant with respect to real estate acquisitions not related
to us. Mr. Etter received his Bachelors of Business Administration and his
Masters of Business Administration degrees from the University of Cincinnati. He
is a member of the Financial Executives Institute and the National Investors
Relations Institute.
Harry P. Gelles has been a private investor since 1985. During 1998, Mr.
Gelles briefly served as a Managing Director of Cruttenden Roth, Inc. Mr. Gelles
has fifteen years experience in investment banking, serving as a senior
executive with White Weld & Co., Dean Witter, Goldman Sachs & Company and
Chelsea Management Company. Mr. Gelles also has extensive experience in real
estate with Del Webb Corporation for eight years and as a private investor in
several real estate development projects in Colorado Springs, Phoenix and
Sacramento. Mr. Gelles serves on the Board of Directors of Investors Research
Fund, Inc., a public mutual fund company, and on numerous private and charitable
boards. Mr. Gelles received his Bachelor of Arts and Master of Business
Administration degrees from Harvard University.
Charles R. Hoffman has served as a director of the Company since August
1994 and as Chairman Of The Board since May 1995. Mr. Hoffman has also been a
member of the Audit Committee of the Board since July 1995. In July 1994, Mr.
Hoffman retired as President of Texaco Pipeline Inc. In that capacity he had
executive responsibility for more than 1,200 employees and over 2,900 miles of
pipeline. He also has experience in the crude oil terminal and transportation
business with Getty Pipeline, Inc., Getty Trading And Transportation Company,
and Skelly Pipeline, Inc. He has served on the boards of directors of a number
of pipeline companies and as president of two pipeline systems. Mr. Hoffman
received his Bachelor of Science and Masters of Science/Civil Engineering
degrees from the Missouri School Of Mines and Metallurgy.
Charles K. Knight has served as a director of the Company since August 1999
and, since December 1999, as a Vice President, our corporate Secretary and as
the President and managing member of Sheridan Realty Advisors, LLC. Since 1998,
Mr. Knight has served as Vice President and a member of Sheridan Development,
LLC. From 1996 through 1998, Mr. Knight was the owner and served as the
President of Abaco Investment Group, a real estate investment company. From 1993
through 1996, Mr. Knight served as Vice President Sales and Marketing of Menda
Scientific Products, Inc. Mr. Knight received his Bachelor of Administration
degree in Experimental Psychology from the University of California at Santa
3
<PAGE>
Barbara in 1977, and his Juris Doctor and Master of Business Administration
degrees from the University of California at Los Angeles in 1982. Mr. Knight is
licensed to practice law in the States of Colorado and New York and maintains an
inactive license in California.
John A. Labate has served as a director of the Company since May 1995 and
as a member of both the Audit Committee and the Acquisitions Committee of the
Board since July 1995. Since September 1999, Mr. Labate has been Vice President
and Chief Financial Officer of Optical Security Group, Inc. From 1997 to August
1999, Mr. Labate was Vice President and Chief Financial Officer of GeoBiotics,
Inc., a Denver based mineral technology company. Prior to 1997, Mr. Labate
served as the Chief Financial Officer, Secretary, and Treasurer of Crown
Resources Corporation, a publicly traded, Denver, Colorado based international
gold mining and exploration company. Mr. Labate received his Bachelor of Science
degree in accounting from San Diego State University.
Robert J. McFann has served as a director of the Company since August 1994.
He also served as our corporate Secretary from May 1995 until December 1999. Mr.
McFann has been a member of the Acquisitions Committee of the Company's Board
since July 1995. Prior to his retirement in 1996, Mr. McFann was the principal
owner and President of Hy Grade Meat Company, a private company that grew to a
mid-sized hotel and restaurant supply house under his direction. Prior to 1996,
he also was a member of the Board Of Directors of the Bank Of Aurora.
Board and Committee Meetings
The Board maintains an Audit Committee and during 1999 maintained an
Acquisitions Committee, which was terminated in 2000. The Audit Committee was
formed to perform the following functions: recommend to the Board the
independent auditors to be employed; discuss the scope of the independent
auditors' examination; review the financial statements and the independent
auditors' report; solicit recommendations from the independent auditors
regarding internal controls and other matters; review all related party
transactions for potential conflicts of interest; make recommendations to the
Board; and perform other related tasks as requested by the Board. During the
year ended December 31, 1999, the Audit Committee, currently consisting of
Messrs. Hoffman and Labate, met once.
The Acquisitions Committee was formed to perform the following functions:
recommend to the Board an acquisitions policy and strategy; review and update
the acquisitions policy and strategy periodically; review proposed acquisitions
and make recommendations to the Board concerning those acquisitions; and perform
other related tasks as requested by the Board. During the year ended December
31, 1999, the Acquisitions Committee, currently consisting of Messrs. Etter,
Labate and McFann, did not meet because the Board in full conducted its
functions. The Acquisitions Committee was terminated in 2000.
The Board Of Directors met 12 times during 1999 and each director
participated in at least 75 percent of those meetings.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act of 1934 requires our directors, executive
officers and holders of more than 10% of our common stock to file with the SEC
initial reports of ownership and reports of changes in ownership of common stock
and other of our equity securities. We believe that during the year ended
December 31, 1999, our officers and directors complied with all Section 16(a)
filing requirements. We do not believe there are any holders of more than 10% of
our common stock. Subject to certain exceptions in connection with a tender
offer or an underwriting, our bylaws specifically prohibit any person from
owning more than 9.8 percent of our common stock. In making these statements, we
have relied upon the written representations of its directors and officers and
our review of the monthly statements of changes filed with us by our officers
and directors.
4
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth in summary form the compensation received
during each of the last three completed fiscal years by William T. Atkins, our
Chief Executive Officer, and James F. Etter, our President. No other employees
received total salary and bonus exceeding $100,000 during any of the last three
fiscal years.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
--------------------------------------------- ------------------------------
Other Annual Restricted All other
Fiscal Salary Bonus Compensation Stock Options Payouts Compensation
Name and Principal Position Year ($)(1) ($)(2) ($)(3) Awards(#) ($) ($)(3) ($)(4)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
William Atkins (5) 1999 $ -0- -0- -0- -0- 12,000 -0- -0-
Chief Executive Officer
James F. Etter 1999 $120,750 $15,326 (6) $15,000 (7) -0- -0- -0- -0-
President 1998 $115,000 $20,000 $15,000 (7) -0- 10,000 -0- -0-
1997 $100,000 $15,000 $ 9,000 (8) -0- 20,000 -0- -0-
- ----------
</TABLE>
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received during the year
indicated.
(3) The Company does not have in effect any plan that is intended to serve as
incentive for performance to occur over a period longer than one fiscal
year except for our 1995 Stock Option Plan and 1998 Stock Option Plan. The
Company has entered into an agreement with Sheridan Realty Advisors, LLC
that provides for performance-based incentives.
(4) All other compensation received that the Company could not properly report
in any other column of the Summary Compensation Table including annual
Company contributions or other allocations to vested and unvested defined
contribution plans, and the dollar value of any insurance premiums paid by,
or on behalf of, the Company with respect to term life insurance for the
benefit of the named executive officer, and, the full dollar value of the
remainder of the premiums paid by, or on behalf of, the Company.
(5) Mr. Atkins became Chief Executive Officer of the Company on December 22,
1999.
(6) Consists of $15,326 for accrued vacation time from 1997 through December
31, 1999.
(7) Consists of $12,000 to reimburse for medical and life insurance coverage
and a $3,000 contribution to SIMPLE IRA Plan for 1998 and 1999.
(8) Consists of $6,000 to reimburse for medical insurance coverage and a $3,000
contribution to a SIMPLE IRA Plan on behalf of Mr. Etter.
Option Grants Table
- -------------------
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended December 31, 1999 to each named
executive officer.
Option Grants For Fiscal Year Ended December 31, 1999
-----------------------------------------------------
% of Total Options
Options Granted to Employees Exercise or Base Expiration
Name Granted (#) in Fiscal Year Price ($/Share) Date
- ---- ----------- -------------- --------------- ----
William Atkins 12,000 31.2% $4.813/share 8/12/04
James F. Etter -0- N/A N/A N/A
5
<PAGE>
Employment Contracts And Termination Of Employment And Change-In-Control
Arrangements
Advisory Agreement With Sheridan Realty Advisors
Under an advisory agreement that we entered into with Sheridan Realty
Advisors, LLC effective January 1, 2000, Sheridan Realty Advisors will receive
incentive compensation in the form of an advisory fee based on new real property
acquisitions and up to 750,000 five-year warrants to purchase common stock at $5
per share. Issuance of these warrants is subject to the approval of shareholders
and that approval is being requested pursuant to this proxy statement. See
below, "Proposal No. 2 - To Approve Issuance Of Warrants". William Atkins, our
Chief Executive Officer and a director of the Company, is the co-manager,
chairman and a 20.00% owner of Sheridan. Charles K. Knight, our Secretary and a
director of the Company, is the co-manager, president and a 20.00% owner of
Sheridan. D. Scott Ikenberry, our Chief Financial Officer is the chief financial
officer and a 20.00% owner of Sheridan. Messrs. Alexander S. Hewitt and John B.
Greenman, each of whom is a Vice President, are the Vice-Chairman and Vice
President, respectively, and 20.00% owners of Sheridan.
Employment Agreement With James F. Etter
We entered into an employment agreement (the "Etter Agreement") with James
F. Etter, our President, for the period from January 1, 1998 until December 31,
2000, which replaced a previous agreement effective as of January 1, 1996.
Pursuant to the Etter Agreement, Mr. Etter will devote substantially all his
business time to the Company. For the 1999 fiscal year, the Etter Agreement
provided for the payment of salary at the rate of $10,062.50 per month. For the
2000 fiscal year, the Etter Agreement provides for salary at the rate of
$10,565.63 per month. Bonuses are payable in the Board's discretion. The Etter
Agreement also provides that we will reimburse Mr. Etter for up to $12,000
annually for medical and insurance expenses paid by Mr. Etter until we adopt
health care plans covering these matters. Effective January 1, 2000, Mr. Etter
is covered under the medical insurance plan maintained by Sheridan Realty
Advisors on behalf of all AmeriVest employees.
On December 9, 1998, the Board granted to Mr. Etter a bonus of $20,000 for
1998 and options to purchase 10,000 shares of common stock. On December 23,
1999, the Board authorized a payment to Mr. Etter of $15,326 for unused accrued
vacation.
The Etter Agreement also provides that if we are acquired by another
company, and if the acquiring company does not offer Mr. Etter a position in the
Denver area at a salary level equal to or greater than his then current salary,
then all unexercised stock options held by Mr. Etter would immediately become
exercisable, and we would pay Mr. Etter an amount equal to one year's salary.
Effective January 1, 2000, we entered into a Severance Protection Agreement
with Mr. Etter that is separate from the Etter Agreement. We agreed with Mr.
Etter to continue paying him salary and benefits for 18 months if he is
terminated by the Company other than for cause. These payments would be reduced
by the amount of any severance payments made to Mr. Etter pursuant to the Etter
Agreement. Unless earlier terminated, this agreement is in effect until Mr.
Etter's 65th birthday.
1995 Stock Option Plan
Pursuant to our 1995 Stock Option Plan (the "1995 Plan"), we may grant
options to purchase an aggregate of 130,000 shares of our common stock to key
employees, directors and other persons who have contributed or are contributing
to our success. The options granted pursuant to the 1995 Plan may be incentive
options qualifying for beneficial tax treatment for the recipient or they may be
non-qualified options. With respect to options granted to persons other than our
directors who are not also our employees, the 1995 Plan is administered by an
option committee that determines the terms of the options subject to the
requirements of the 1995 Plan. Under the terms of the 1995 Plan, the Board Of
Directors is permitted to serve, and has served, as the option committee. In May
1995, four outside directors were granted an aggregate of 48,000 options with an
exercise price of $5.00 per share pursuant to the 1995 Plan, one-third of the
options granted becoming exercisable on each December 30 for three years
thereafter, provided that the recipient was still a director on that date.
12,000 of these options expired without being exercised. In December 1997, three
outside directors were granted an aggregate of 36,000 options with an exercise
price of $4.4375 per share pursuant to the 1995 Plan, and with one-third of the
options granted becoming exercisable on each December 30 for three years
thereafter, provided that the recipient was still a director on that date. At
6
<PAGE>
December 31, 1999, options to purchase an aggregate of 125,000 shares of common
stock were outstanding under the 1995 Plan. The option committee or the Board
may grant additional options to purchase 5,000 shares pursuant to the 1995 Plan.
1998 Stock Option Plan
Pursuant to our 1998 Stock Option Plan (the "1998 Plan"), we may grant
options to purchase an aggregate of 200,000 shares of common stock to key
employees, directors and other persons who have or are contributing to our
success. The options granted pursuant to the 1998 Plan may be incentive options
qualifying for beneficial tax treatment for the recipient, non-qualified
options, or non-qualified non-discretionary options. The terms of the 1998 Plan
concerning incentive options and non-qualifie options are substantially the same
except that only our employees or employees of subsidiaries are eligible for
incentive options, and employees and other persons who have contributed or are
contributing to our success are eligible for non-qualified options.
Non-qualified non-discretionary options may be granted only to outside
directors. With respect to options granted to persons other than outside
directors, the 1998 Plan also is administered by an option committee that
determines the terms of the options subject to the requirements of the 1998
Plan. Under the terms of the 1998 Plan, the Board Of Directors is permitted to
serve, and has served, as the option committee. The portion of the 1998 Plan
concerning non-qualified, non-discretionary options provides that outside
directors automatically receive options to purchase 12,000 shares pursuant to
the 1998 Plan at the time of their initial election as an outside director. The
options held by outside directors are not exercisable at the time of grant, but
options to purchase 4,000 shares become exercisable for each outside director on
December 30 of each of the first three years immediately following the date of
grant of these options to the outside director. The exercise price for the
non-qualified non-discretionary options is the fair market value of the common
stock on the date these options are granted. Shares acquired upon exercise of
these options cannot be sold for six months following the date of grant. If not
previously exercised, non-qualified non-discretionary options that have been
granted expire upon the later to occur of five years after the date of grant and
two years after the date these options first became exercisable. The
non-qualified non-discretionary options also expire 90 days after the
optionholder ceases to be our director. At any time all of an outside director's
options have become exercisable, non-qualified non-discretionary options to
purchase an additional 12,000 shares, which are not exercisable at the time of
grant, shall be granted automatically to that outside director.
All options granted under the 1998 Plan will become fully exercisable upon
the occurrence of a change in control of the Company or of certain mergers or
other reorganizations or asset sales described in the 1998 Plan. Options granted
pursuant to the 1998 Plan are not transferable during the optionee's lifetime.
Subject to the other terms of the 1998 Plan, the option committee has discretion
to provide vesting requirements and specific expiration provisions with respect
to the incentive options and non-qualified options granted. At December 31,
1999, options to purchase 47,000 shares of common stock were outstanding under
the 1998 Plan and options to purchase 153,000 were available to be granted
pursuant to the 1998 Plan.
Sheridan Realty Advisors' Warrants
Under an advisory agreement that we entered into with Sheridan Realty
Advisors effective January 1, 2000, Sheridan Realty Advisors will receive
compensation designed to provide an incentive for its performance in the form of
an advisory fee based on new real property acquisitions and up to 750,000
five-year warrants to purchase common stock at $5 per share. Issuance of these
warrants is subject to the approval of shareholders and that approval is being
requested pursuant to this proxy statement. See below, "Proposal No. 2 - To
Approve Issuance Of Warrants." Exercise of the warrants can occur after January
1, 2003 only if another vesting event has occurred. If approved by shareholders,
the warrants are to be issued as of January 1, 2000 and 225,000 warrants will
vest immediately. The balance of up to 525,000 warrants vest only upon
completion of an acquisition, purchase or long-term lease of real property by us
in an aggregate exercise price equal to 2.1% of the Equity Value of the property
acquired. "Equity Value" is equal to the acquisition price of the property
(before expenses of purchase) less any mortgage debt assumed or incurred in
connection with the acquisition plus any capital expenditures and lease-up costs
incurred in connection with the property during the first 12 months of
ownership. The total amount of Equity Value of real property subject to the
incentive compensation provision shall not exceed $25 million. As stated above,
even after a warrant vests, it is not exercisable until January 1, 2003.
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Compensation Of Outside Directors
We compensate outside directors $250 per month plus $300 for each meeting
of the Board that they attend. We also reimburse directors for expenses incurred
in attending meetings and for other expenses incurred on our behalf. In
addition, each director who is not our employee or an employee of Sheridan
Realty Advisors automatically receives non-qualified non-discretionary options
to purchase shares of common stock.
BENEFICIAL OWNERS OF SECURITIES
As of March 22, 2000, there were 2,228,850 shares of our common stock
outstanding. The following table sets forth certain information as of March 22,
2000, with respect to the beneficial ownership of our common stock by each
director and nominee for director, by all executive officers and directors as a
group, and by each other person known by us to be the beneficial owner of more
than five percent of our common stock:
Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned (1) Shares Outstanding
- ---------------- ---------------------- ------------------
William Atkins 119,176(2) 5.3%
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
James F. Etter 76,479(3) 3.4%
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
Harry P. Gelles -0- 0.0%
1114 State Street, Suite 236
Santa Barbara, California 93101
Charles R. Hoffman 79,500(4) 3.5%
208 Somerset
Bentonville, Arkansas 72712
D. Scott Ikenberry -0- 0.0%
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
Charles K. Knight 13,343(5) *
1800 Glenarm Place, Suite 500
Denver, Colorado 80202
John A. Labate 24,000(4) 1.1%
5260 South Beeler Court
Englewood, Colorado 80111
Robert J. McFann 77,190(4) 3.4%
3260 Zephyr Court
Wheat Ridge, Colorado 80033
Alexander S. Hewitt 138,058 (6) 6.2%
1800 Glenarm Place, Suite 500
Denver, CO 80202
John B. Greenman -0- 0.0%
1800 Glenarm Place, Suite 500
Denver, CO 80202
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All Officers And Directors 444,561(2-6) 18.72%
As A Group (Nine Persons)
- ----------
*Less than one percent
(1) "Beneficial ownership" is defined in the regulations promulgated by the SEC
as having or sharing, directly or indirectly (i) voting power, which
includes the power to vote or to direct the voting, or (ii) investment
power, which includes the power to dispose or to direct the disposition, of
shares of the common stock of an issuer. Unless otherwise indicated, the
beneficial owner has sole voting and investment power.
(2) Includes 31,991 shares of common stock owned directly by Mr. Atkins; 83,185
shares owned by a trust company of which Mr. Atkins is a director and in
which he disclaims beneficial ownership; 4,000 shares of common stock
underlying currently exercisable options. Excludes up to 750,000 incentive
warrants to purchase common stock which could be issued to Sheridan Realty
Advisors, LLC, a limited liability company of which Mr. Atkins is a
managing member and 20% owner. These warrants are subject to shareholder
approval and are described above in "Executive Compensation - Sheridan
Realty Advisors Warrants" and below in "Transactions Between The Company
And Related Parties - Agreement With Sheridan Realty Advisors."
(3) Consists of an aggregate of 22,979 shares of common stock owned by Mr.
Etter, his wife, and minor daughter, 48,000 shares of common stock
underlying currently exercisable options, and an aggregate of 5,500 shares
of common stock underlying common stock purchase warrants owned by Mr.
Etter and his wife. See "Executive Compensation--Employment Contracts And
Termination Of Employment And Change-In-Control Arrangements--Option
Grants" for additional information concerning Mr. Etter's options.
(4) Includes the following numbers of shares underlying options to purchase
shares of common stock that currently are exercisable that were granted to
each outside director pursuant to our 1995 and 1998 Stock Option Plans:
Charles Hoffman, 24,000; John Labate, 24,000; and Robert McFann, 24,000.
The number of shares indicated also includes the following numbers of
shares underlying warrants that currently are exercisable that are held by
each of the following persons: Charles Hoffman, 8,000; and Robert J.
McFann, 4,000.
(5) Includes 9,343 shares of common stock owned directly by Mr. Knight and
4,000 shares of common stock underlying currently exercisable options.
Excludes up to 750,000 incentive warrants to purchase common stock which
could be issued to Sheridan Realty Advisors, LLC, a limited liability
company of which Mr. Knight is a managing member and 20% owner. These
warrants are subject to shareholder approval and are described above in
"Executive Compensation - Sheridan Realty Advisors Warrants" and below in
Transactions Between The Company And Related Parties - Agreement With
Sheridan Realty Advisors".
(6) Includes 54,873 shares of common stock owned directly by Mr. Hewitt; 83,185
shares owned by a trust company of which Mr. Hewitt is a director on behalf
of various trust of which Mr. Hewitt is also a beneficiary.
TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES
We have been involved in the following transactions with our current and
past directors and officers and by persons known by us to be the beneficial
owners of five percent or more of our common stock.
Asset Purchases
Purchase Of State Of Texas Buildings
In June and July 1998, we acquired 11 office buildings in Texas that are
leased to various Texas government agencies. The aggregate purchase price for
these buildings included approximately $6,300,000 and 207,200 shares of our
common stock at the rate of $5.00 per share. As part of those transactions, the
sellers of the properties paid Colorado Bighorn Corporation aggregate
commissions of $75,830 and 4,390 shares of common stock. Maxine G. Hedlund, who
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beneficially owned more than five percent of our outstanding common stock at the
time of the transaction, controls and is the President and a director of
Colorado Bighorn.
Purchase Of Four Office Buildings
In August 1998, we acquired four additional office buildings located in
Texas. The primary tenants in each building are branches of Bank Of America,
N.A. The aggregate purchase price for the four buildings was $3,625,000. As part
of that transaction, we paid Colorado Bighorn aggregate commissions of 13,500
shares of our common stock at the rate of $5.00 per share.
Purchase Of Keystone Buildings
On August 12, 1999, we completed the acquisition of three office buildings,
known as the Keystone Buildings, located in suburban Indianapolis, Indiana from
Sheridan Realty Partners, L.P., an affiliate of Sheridan Realty Advisors, LLC,
our advisor, and an affiliate of Messrs. Atkins, Ikenberry, Knight, Hewitt and
Greenman, senior members of our management team. The Keystone Buildings contain
a total of 95,836 square feet of rentable space. The total purchase price for
the Keystone Buildings was $7,944,000, which we paid by assuming approximately
$5,255,000 of existing debt and $116,400 of related escrow balances on the
properties and issuing 541,593 shares of our common stock at the rate of $4.75
per share. We will issue additional shares if the weighted average trading price
of our common stock is not at least $4.75 for the 15 trading days preceding the
first anniversary of the acquisition of the Keystone Buildings. In conjunction
with the assumption of the debt, we also agreed to indemnify the original
guarantors of this debt if we fail to repay it.
As required pursuant to the Purchase And Sale Agreement with Sheridan
Realty Partners, L.P. regarding our acquisition of the Keystone Buildings, we
appointed William Atkins and Charles K. Knight to our Board. In December 1999,
Mr. Atkins was elected as our Chief Executive Officer. Mr. Atkins is the
President and a 16.5% owner of Sheridan Realty Corp., which is the general
partner of Sheridan Realty Partners. Sheridan Realty Corp. holds a one percent
interest in Sheridan Realty Partners as the general partner and an additional
3.1335% interest as a limited partner. In connection with the acquisition of the
Keystone Buildings, Mr. Atkins received approximately 30,196 of the shares of
our common stock paid by us as a portion of the purchase price. A trust company
for which Mr. Atkins serves as a director serves as trustee for trusts that also
received shares of our common stock. Mr. Atkins has no beneficial interest in
any shares held by the trust company. Mr. Atkins is also the Chairman and a
20.0% owner of Sheridan Realty Advisors, LLC.
We hired Sheridan Development, LLC to manage the Keystone Buildings for a
one-year term commencing on July 1, 1999. During that term, Sheridan Development
is responsible for all aspects of the management and operation of the Keystone
Buildings and coordinating the leasing of the Keystone Buildings. As
compensation, we pay a management fee equal to 5% of the gross monthly rental
income received from the Keystone Buildings. Mr. Atkins is the co-manager,
President and a 25.05% owner of Sheridan Development. Mr. Knight is a Vice
President and 9.9% owner of Sheridan Development and the President and a 20.0%
owner of Sheridan Realty Advisors, LLC. This management agreement was
effectively terminated as of January 1, 2000 when Sheridan Realty Advisors
became the property manager for all of our properties other than the Texas
properties.
After we purchased the Keystone Buildings, Charles K. Knight purchased from
the Crawford, Wilson, Ryan & Agulnick, P.C. Profit Sharing Plan (the "Plan"), a
partner in Sheridan Realty Partners, L.P., the 5,343 shares to be received by
the Plan as a portion of the purchase price. Mr. Knight paid the Plan $4.40 per
share. Mr. Knight was appointed to our Board pursuant to the terms of the
Purchase And Sale Agreement with Sheridan and, in December 1999, Mr. Knight was
elected as our Secretary.
Additionally, after our purchase of the Keystone Buildings, William Atkins
and the Alexander S. Hewitt Revocable Trust purchased 3,589 shares of common
stock from John B. Greenman at a price of $4.75 per share. John Greenman is an
employee of Sheridan Realty Advisors, LLC. Alexander S. Hewitt also received
53,079 of the shares of common stock paid by us as a portion of the purchase
price for the Keystone Buildings. Mr. Hewitt is Executive Vice President of
Sheridan Realty Corp., which is the general partner of Sheridan Realty Partners.
The Alexander S. Hewitt Revocable Trust is a 17.50% owner of Sheridan Realty
Corp. A trust company for which Mr. Hewitt serves as a director serves as
trustee for trusts that received an aggregate of 83,185 additional shares of
common stock. Mr. Hewitt is also a beneficiary of some of these trusts. Mr.
Hewitt is also the Vice-Chairman and a 20.00% owner of Sheridan Realty Advisors,
LLC. Mr. Greenman, our Vice President, is also a Vice President of Sheridan
Realty Advisors, LLC. Mr. Ikenberry, our Chief Financial Officer, is also the
Chief Financial Officer of Sheridan Realty Advisors, LLC. Both Mr. Greenman and
Mr. Ikenberry are 20.0% owners of Sheridan Realty Advisors, LLC
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Other than as described in this section, there are no material
relationships between us and our directors, executive officers or known holders
of more than five percent of our common stock.
Agreement With Sheridan Realty Advisors, LLC
Effective January 1, 2000, we entered into an agreement with Sheridan
Realty Advisors, LLC for it to assume responsibility for our day-to-day
operations. Sheridan Realty Advisors will manage our assets and will assist and
advise our Board on real estate acquisitions and investment opportunities. We
will pay Sheridan Realty Advisors an administrative fee and a property
management and accounting fee for these services. Our agreement with Sheridan
Realty Advisors provides that the costs for these services in fiscal 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 will receive incentive compensation in the form of five-year
warrants to purchase up to 750,000 shares of our common stock at $5 per share
and an advisory fee based on new real property acquisitions. Issuance of the
warrants is subject to shareholder approval and that approval is being requested
pursuant to this proxy statement. If the shareholders do not approve the
issuance of the warrants, the other provisions of the Property Management And
Advisory Agreement remain in effect. See below, "Proposal No. 2 - To Approve
Issuance Of Warrants". Mr. Atkins is the co-manager, chairman and a 20.00% owner
of Sheridan Realty Advisors, LLC. Mr. Knight is the co-manager, President and a
20.00% owner of Sheridan Realty Advisors, LLC. Sheridan Realty Advisors, LLC
plans to utilize the warrants as incentive compensation to its employees and
employees of the Company in amounts and subject to vesting requirements to be
determined. It is anticipated that William T. Atkins, Charles K. Knight, James
F. Etter, John B. Greenman and Alexander S. Hewitt will receive portions of the
warrants.
Conflicts Of Interest Policies
The Board and our officers are subject to certain provisions of Maryland
law which are designed to eliminate or minimize the effects of certain potential
conflicts of interest. In addition, the bylaws provide that any transaction
between us and an interested party must be fully disclosed to the Board, and
that a majority of the directors not otherwise interested in the transaction
(including a majority of independent directors) must make a determination that
the transaction is fair, competitive and commercially reasonable and on terms
and conditions not less favorable to us than those available from unaffiliated
third parties.
All future transaction between us and our officers, directors and five
percent shareholders will be on terms no less favorable than could be obtained
from independent third parties and will be approved by a majority of
independent, disinterested directors of the Company. We believe that by
following these procedures, the Company will be able to mitigate the possible
effects of these conflicts of interest.
PROPOSAL NO. 2 - TO APPROVE ISSUANCE OF WARRANTS
The Board Of Directors recommends that the shareholders approve a proposal
for the Company to issue common stock purchase warrants to Sheridan Realty
Advisors, LLC. Shareholder approval by a majority of votes cast in person or by
proxy is required under the rules of the American Stock Exchange because the
warrants may allow Sheridan Realty Advisors to purchase more than 20% of our
outstanding common stock and because Sheridan Realty Advisors is owned by
certain of our officers and directors. See above, "Transactions Between The
Company And Related Parties - Agreement With Sheridan Realty Advisors, LLC".
Under the Property Management And Advisory Agreement that we entered into
with Sheridan Realty Advisors effective January 1, 2000, Sheridan Realty
Advisors will receive compensation designed to provide an incentive for its
performance in the form of an advisory fee based on new real property
acquisitions and five-year warrants to purchase up to 750,000 shares of common
stock at $5 per share. Exercise of the warrants can occur after January 1, 2003
only if another vesting event has occurred. If approved by shareholders, the
warrants are to be issued as of January 1, 2000 and 225,000 warrants will vest
immediately. The balance of up to 525,000 warrants vest only upon completion of
an acquisition, purchase or long-term lease of real property by us in an
aggregate exercise price equal to 2.1% of the Equity Value of the property
acquired. "Equity Value" is equal to the acquisition price of the property
(before expenses of purchase) less any mortgage debt assumed or incurred in
connection with the acquisition plus any capital expenditures and lease-up costs
incurred in connection with the property during the first 12 months of
ownership. The total amount of Equity Value of real property subject to the
incentive compensation provision shall not exceed $25 million. As stated above,
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<PAGE>
even after a warrant vests, it is not exercisable until January 1, 2003. If the
shareholders do not approve the issuance of the warrants, the other provisions
of the Property Management And Advisory Agreement remain in effect. For
additional information concerning this agreement, see above, "Transactions
Between The Company And Related Parties - Agreement With Sheridan Realty
Advisors, LLC". Sheridan Realty Advisors, LLC plans to utilize the warrants as
incentive compensation to its employees and employees of the Company in amounts
and subject to vesting requirements to be determined. It is anticipated that
William T. Atkins, Charles K. Knight, James F. Etter, John B. Greenman and
Alexander S. Hewitt may receive portions of the warrants.
The approval of a majority of the shares represented at the annual meeting
will be required to approve the issuance of the warrants to Sheridan Realty
Advisors.
The Board Of Directors unanimously recommends a vote "FOR" the proposal to
approve the issuance of the warrants to Sheridan Realty Advisors, LLC.
PROPOSAL NO. 3 - TO RATIFY SELECTION OF ARTHUR ANDERSEN LLP AS AUDITORS
The Board Of Directors recommends that the shareholders vote in favor of
electing the certified public accounting firm of Arthur Andersen LLP of Denver,
Colorado as the auditors to audit financial statements, review tax returns, and
perform other accounting and consulting services for us for the fiscal year
ending December 31, 2000 or until the Board Of Directors, in its discretion,
replaces them.
On April 5, 2000, we dismissed Wheeler Wasoff, P.C. as our principal
accountant. On April 5, 2000, the Company engaged Arthur Andersen LLP as the
principal accountant to audit our financial statements. The Board Of Directors
has recommended and approved these actions.
The accountant's reports of Wheeler Wasoff, P.C. on our consolidated
financial statements as of and for the years ended December 31, 1999 and
December 31, 1998 did not contain any adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles. There have been no disagreements between management and Wheeler
Wasoff, P.C. during our two most recent fiscal years or during any subsequent
period preceding Arthur Andersen's engagement on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure of a nature which if not resolved to the satisfaction of Wheeler
Wasoff, P.C. would have caused it to make reference in connection with its
report to the subject matter of the disagreements.
An affirmative vote of the majority of shares represented at the meeting is
necessary to ratify our selection of auditors. There is no legal requirement for
submitting this proposal to the shareholders; however, the Board Of Directors
believes that it is of sufficient importance to seek ratification. Whether the
proposal is approved or defeated, the Board may reconsider its selection of
Arthur Andersen LLP. It is expected that one or more representatives of Arthur
Andersen LLP will be present at the Annual Meeting and will be given an
opportunity to make a statement if they desire to do so and to respond to
appropriate questions from shareholders.
The Board Of Directors unanimously recommends vote "FOR" the proposal to
ratify the selection of Arthur Andersen LLP as our certified independent
accountants.
OTHER BUSINESS
The Board Of Directors is not aware of any other matters that are to be
presented at the Annual Meeting, and it has not been advised that any other
person will present any other matters for consideration at the meeting.
Nevertheless, if other matters should properly come before the Annual Meeting,
the shareholders present, or the persons, if any, authorized by a valid proxy to
vote on their behalf, shall vote on such matters in accordance with their
judgment. See below, "Resolutions Proposed By Individual Shareholders;
Discretionary Authority To Vote Proxies".
VOTING PROCEDURES
Votes at the Annual Meeting Of Shareholders are counted by Inspectors Of
Election appointed by the Chairman of the meeting. If a quorum is present, an
affirmative vote of a majority of the votes entitled to be cast by those present
in person or by proxy is required for the approval of items submitted to
shareholders for their consideration, including the election of directors, the
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issuance of the warrants to Sheridan Realty Advisors, LLC, and the ratification
of the selection of the independent auditors, unless a different number of votes
is required by statute or our Articles Of Incorporation.
Abstentions by those present at the meeting are tabulated separately from
affirmative and negative votes and do not constitute affirmative votes. If a
shareholder returns his proxy card and withholds authority to vote for any or
all of the nominees, the votes represented by the proxy card will be deemed to
be present at the meeting for purposes of determining the presence of a quorum
but will not be counted as affirmative votes. Shares in the name of brokers that
are not voted are treated as not present.
RESOLUTIONS PROPOSED BY INDIVIDUAL SHAREHOLDERS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES
In order to be considered for inclusion in our proxy statement and form of
proxy relating to the annual meeting of shareholders to be held in 2001
following the end of our 2000 fiscal year, proposals by individual shareholders
must be received by us no later than December 4, 2000. Shareholder proposals
also must comply with certain SEC rules and regulations.
In addition, the proxy solicited by the Board Of Directors for the 2001
annual meeting of shareholders will confer discretionary authority on any
shareholder proposal presented at that meeting, unless we are provided with
notice of such proposal no later than February 28, 2001.
AVAILABILITY OF REPORTS ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 TO
ANY OF THE COMPANY'S SHAREHOLDERS OF RECORD, OR TO ANY SHAREHOLDER WHO OWNS THE
COMPANY'S COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS NOMINEE, AT THE
CLOSE OF BUSINESS ON APRIL 24, 2000. ANY REQUEST FOR A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE SECRETARY, AMERIVEST
PROPERTIES INC., 1800 GLENARM PLACE, SUITE 500, DENVER, COLORADO 80202, (303)
297-1800.
INCORPORATION BY REFERENCE
We are incorporating by reference into this proxy statement the following
information included in a report that we filed with the SEC:
1. Items 6 (Management's Discussion And Analysis Of Financial Condition And
Results Of Operations) and 7 (Financial Statements) included in our Annual
Report on Form 10-KSB for the year ended December 31, 1999.
A copy of that report is being mailed to each shareholder with this proxy
statement.
This Notice and Proxy Statement are sent by order of the Board Of
Directors.
/s/ Charles K. Knight
---------------------
Dated: May 2, 2000 Charles K. Knight
Secretary
* * * * *
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PROXY PROXY
For the Annual Meeting Of Stockholders of
AMERIVEST PROPERTIES INC.
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James F. Etter and Charles K. Knight, or
either of them, as proxies or __________________ (stockholders may strike the
person(s) designated by Management and insert the name and address of the
person(s) to vote the proxy and mail the proxy to the named proxy holder(s))
with power of substitution to vote all the shares of the undersigned with all of
the powers which the undersigned would possess if personally present at the
Annual Meeting Of Stockholders of AmeriVest Properties Inc. (the "Corporation"),
to be held at 10:00 a.m. on June 6, 2000, at the Westin Hotel, 1672 Lawrence
Street, Denver, Colorado 80202, or any adjournments thereof, on the following
matters:
1. Election of the following directors:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR John A. Labate, Class 1 director |_| WITHHOLD AUTHORITY to vote for John A. Labate |_|
FOR James F. Etter, Class 1 director |_| WITHHOLD AUTHORITY to vote for James F. Etter |_|
FOR Harry P. Gelles, Class 1 director |_| WITHHOLD AUTHORITY to vote for Harry P. Gelles |_|
FOR Charles K. Knight, Class 2 director |_| WITHHOLD AUTHORITY to vote for Charles K. Knight |_|
FOR William T. Atkins, Class 3 director |_| WITHHOLD AUTHORITY to vote for William T. Atkins |_|
</TABLE>
2. Proposal to issue to Sheridan Realty Advisors, LLC five-year warrants to
purchase up to 750,000 shares of our Common Stock at $5 per share.
___ For ___ Against ___ Abstain
3. Proposal to ratify the selection of Arthur Andersen LLP to serve as our
independent certified accountants for the year ending December 31, 2000.
___ For ___ Against ___ Abstain
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Unless contrary instructions are given, the shares represented by this
proxy will be voted in favor of Items 1, 2 and 3. This proxy is solicited on
behalf of the Board of Directors of AmeriVest Properties Inc.
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.
Date:
-------------------------------------------
Signature:
-------------------------------------------
Signature:
-------------------------------------------
(Please sign exactly as shown on your stock
certificate and on the envelope in which
this proxy was mailed. When signing as
partner, corporate officer, attorney,
executor, administrator, trustee, guardian,
etc., give full title as such and sign your
own name as well. If stock is held jointly,
each joint owner should sign.)
