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
Francis B. Barron, Esquire
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(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. [X]
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. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Proposed maximum
Title of each class of Proposed maximum aggregate offering
securities to be Amount to be offering price per price Amount of
registered registered share registration fee
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<S> <C> <C> <C> <C>
Common Stock 541,593 $4.15625(1) $2,250,996 $594
- -----------------------------------------------------------------------------------------------------------------
Common Stock (2) 101,552 $4.00 $ 406,208 $107
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Total 643,145 ---- $2,657,204 $701
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</TABLE>
(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 Nasdaq SmallCap
Stock Market on January 11, 2000, which is within five business days of the
date of filing (January 18, 2000).
(2) The Company agreed to issue additional shares (the "Adjustment Shares") to
the selling shareholders if the weighted average trading price of the
common stock was not at least $4.75 per share for the 15 trading days
preceding the first anniversary of the purchase of the Keystone Buildings
as described in the "Recent Developments" section of the prospectus
included in this registration statement. Although the Company does not know
how many Adjustment Shares, if any, will be issued, the Company has assumed
that 101,552 Adjustment Shares will be issued for purposes of the
registration statement based on an assumed weighted average trading price
of $4.00 per share.
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.
ii
<PAGE>
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 JANUARY 18, 2000
SUBJECT TO COMPLETION
SELLING SHAREHOLDER
PROSPECTUS
AMERIVEST PROPERTIES INC.
643,145 Shares Of Common Stock
This Prospectus relates to the transfer of up to 643,145 shares of common
stock of AmeriVest Properties Inc. by the selling shareholders identified in
this prospectus. We will not receive any of the proceeds from the sale of these
shares.
The selling shareholders are partners in a limited partnership and
shareholders of the corporate general partner of the partnership. We purchased
three office buildings from the limited partnership, and 541,593 shares were
issued to the selling shareholders as part of the purchase price we paid for the
office buildings. The remainder of the purchase price was paid by assuming
approximately $5,255,000 of existing debt and $116,400 of related escrow
balances on the properties. We assumed that up to an additional 101,552 shares
may be issued as a purchase price adjustment so that a total of 643,145 shares
are covered by this prospectus.
The selling shareholders have not entered into any underwriting
arrangements nor have any of the selling shareholders indicated that they
actually will sell any shares. If any shares are sold, the prices at which the
selling shareholders sell the common stock may be the market prices prevailing
at the time of transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the selling
shareholders in connection with sales of the common stock. The selling
shareholders may transfer some or all of the common stock in exchange for
consideration other than cash, or for no consideration, in the selling
shareholders' sole discretion. This prospectus may be used by the selling
shareholders to transfer the common stock to affiliates of the selling
shareholders.
The common stock is listed on the Nasdaq SmallCap Stock Market under the
symbol "AMVP". On January 11, 1999, the closing sale price of the common stock
was $4.125 per share.
Investing in the common stock involves certain risks. See the "RISK
FACTORS" section beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ____________ , 2000
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY........................................................ 3
RISK FACTORS.............................................................. 5
OFFERING BY SELLING SHAREHOLDERS.......................................... 8
LEGAL MATTERS............................................................. 11
EXPERTS................................................................... 11
SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION.... 11
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS. 11
WHERE YOU CAN FIND MORE AVAILABLE INFORMATION............................. 12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 12
2
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PROSPECTUS SUMMARY
The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the common stock. You should read this entire
prospectus carefully, including the "RISK FACTORS" section.
The Company We operate and intend to continue to operate in a
manner so that we qualify as a real estate
investment trust (a "REIT"). Through our
subsidiaries, we own a variety of income-producing
properties, including 22 office buildings and four
self-storage facilities.
All properties are managed under an agreement with
Sheridan Realty Advisors, LLC, 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 those
services. The costs for these services from
Sheridan Realty Advisors are expected to be no
greater than the costs paid by us in 1999. In
addition, Sheridan Realty Advisors will receive
incentive compensation in the form of an advisory
fee based on new real property acquisitions and
five-year warrants to purchase our common stock at
$5 per share. Issuance of the warrants is subject
to shareholder approval, which will be requested
at our next Annual Meeting of shareholders.
Sale of Broadway On December 13, 1999, we completed the sale of our
Property industrial office and showroom building in Denver,
Colorado for approximately $2.1 million, resulting
in a gain on the sale of the property of
approximately $750,000. We intend to reinvest the
proceeds from this transaction in a tax-deferred
exchange under Section 1031 of the Internal
Revenue Code during 2000 and do not presently
intend to distribute any portion of the gain to
shareholders.
Purchase of Keystone On August 12, 1999, we completed the acquisition
Buildings of three office buildings, known as the Keystone
Buildings, located in suburban Indianapolis,
Indiana. 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
are registering the transfer of 101,552 shares
that may be issued following the first anniversary
of the purchase of the Keystone Buildings based on
the assumption that the weighted average price of
our common stock is $4.00 for the 15 trading days
preceding the first anniversary that purchase. For
purposes of comparison, the weighted average
closing price of the common stock during the last
15 trading days of 1999 was $4.34. In conjunction
with the assumption of this debt, we also assumed
the obligations and liabilities of the original
guarantors of this debt.
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<PAGE>
The selling shareholders may use this prospectus
to sell or otherwise transfer the 541,593 shares
of common stock issued as part of the purchase
price of the Keystone Buildings and any of the
shares that may be issued in the future as a
purchase price adjustment on or after August 12,
2000. See "OFFERING BY SELLING SHAREHOLDERS".
The Offering Should they elect to do so, the selling
shareholders may sell up to a total of 643,145
shares of common stock (assuming that 101,552
shares are issued pursuant to the price adjustment
terms of the purchase agreement, although the
number of adjustment shares may be more or less).
The selling shareholders are partners in a limited
partnership and shareholders of the general
partner of that partnership. We purchased the
Keystone Buildings from the limited partnership,
and the shares were issued to the selling
shareholders as part of our purchase price for the
Keystone Buildings.
The shares may be sold at market prices or other
negotiated prices. In addition, the selling
shareholders may, in their sole discretion,
transfer the shares in exchange for consideration
other than cash or for no consideration. The
selling shareholders have not entered into any
underwriting arrangements for the sale of the
shares. The shares may be transferred to
affiliates of the selling shareholders pursuant to
this prospectus. As of the date of this
prospectus, no selling shareholder has given any
indication that he or she intends to sell any
shares.
In connection with their acquisition of the shares
covered by this prospectus, the selling
shareholders agreed, until August 12, 2000, not to
sell, offer for sale, transfer, pledge or
hypothecate their shares in any manner without our
written consent. Prior to August 12, 2000, we have
sole discretion to evaluate and determine, on a
case-by-case basis, whether proposed transactions
involving common stock held by the selling
shareholders will be consummated, including
proposed sales covered by this prospectus.
We will not receive any proceeds from the sale of
common stock by the selling shareholders.
Company Offices Our offices are located at 1800 Glenarm Place,
Suite 500, Denver, Colorado 80202, telephone
number (303) 297-1800.
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<PAGE>
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 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 to 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 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.
New government regulations could adversely affect our operations.
We are subject to government regulation of our business operations in
general, such as environmental and other laws, including the Americans With
Disabilities Act. We cannot predict that subsequent changes in laws and
regulations will not adversely affect our operations.
We depend on key employees.
We are highly dependent on the services of William T. Atkins, our Chief
Executive Officer, and James F. Etter, our President. The loss of either of Mr.
Atkins or Mr. Etter could have a material adverse affect on us.
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.
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<PAGE>
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
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 be taxed twice and 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). 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 95%
distribution requirement and to avoid the nondeductible excise tax. Our income
will consist primarily of our share of the income from operating the properties.
We may have to borrow funds on a short-term basis to meet the 95% distribution
requirement and to avoid the nondeductible excise tax if differences in timing
between taxable income and cash available for distribution exist.
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 ability to provide adequate maintenance and insurance
to control 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.
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.
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<PAGE>
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.
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 facilities.
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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OFFERING BY SELLING SHAREHOLDERS
We are registering the transfer by the selling shareholders of up to
643,145 shares of common stock.
The selling shareholders are partners in Sheridan Realty Partners, L.P., a
Delaware limited partnership ("Sheridan") or shareholders of Sheridan Realty
Corp., a Delaware corporation, the general partner of Sheridan. On August 12,
1999, we purchased the Keystone Buildings from Sheridan, and 541,593 shares were
issued to the selling shareholders as part of our purchase price for the
Keystone Buildings. The remainder of the purchase price was paid by assuming
approximately $5,255,000 of existing debt and $116,400 of related escrow
balances on the properties. We also agreed to issue additional shares to the
selling shareholders if the weighted average trading price of the common stock
was not at least $4.75 per share for the 15 trading days preceding the first
anniversary of the purchase of the Keystone Buildings. We agreed to register the
selling shareholders' transfer of the shares issued in connection with the
purchase, including the adjustment shares, and this prospectus is a part of the
registration statement filed in connection with that requirement. Although we do
not know how many adjustment shares, if any, will be issued, we have assumed
that 101,552 adjustment shares will be issued for purposes of the registration
statement based on an assumed weighted average trading price of $4.00 per share.
These adjustment shares are shown in a separate column in the table of selling
shareholders set forth below.
On or after August 12, 2000, the selling shareholders may sell their shares
at those prices that they are able to obtain in the market or as otherwise
negotiated. In addition, the selling shareholders may transfer the shares in
exchange for consideration other than cash, or for no consideration, as
determined by the selling shareholders in their sole discretion. We will not
receive any proceeds from the sale of shares by the selling shareholders. This
prospectus also may be used by the selling shareholders to transfer shares of
the common stock to affiliates of the selling shareholders. Additionally,
agents, brokers or dealers or other lenders may acquire shares or interests in
shares as a pledgee and may, from time to time, effect distributions of the
shares or interests in that capacity.
The selling shareholders have informed us that they do not have any
arrangements or agreements with any underwriters or broker/dealers to sell the
shares, and in the event they decide to sell some or all of these shares, they
intend to contact various broker/dealers to identify prospective purchasers.
Brokerage fees or commissions may be paid by the selling shareholders in
connection with sales of the shares.
In connection with their acquisition of the shares covered by this
prospectus, the selling shareholders agreed, until August 12, 2000, not to sell,
offer for sale, transfer, pledge or hypothecate their shares in any manner
without our written consent. Prior to August 12, 2000, we have sole discretion
to evaluate and determine, on a case-by-case basis, whether proposed
transactions involving common stock held by the selling shareholders will be
consummated, including proposed sales covered by this prospectus.
As required pursuant to the terms of the Purchase And Sale Agreement with
Sheridan regarding our acquisition of the Keystone Buildings, we have appointed
William T. Atkins to our Board Of Directors. 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.
Sheridan Realty Corp. holds a 1% interest in Sheridan 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 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
8
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trusts that received an aggregate of 83,185 additional shares of common stock.
Mr. Atkins has no beneficial interest in any shares held by the trust company.
Mr. Atkins is the son of Victor K. Atkins and the brother of Victor K. Atkins,
Jr., who also are selling shareholders.
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. In exchange,
we pay a management fee to Sheridan Development 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.
Effective January 1, 2000, we entered into an agreement with Sheridan
Realty Advisors, LLC for Sheridan to assume responsibility for our day-to-day
operations. Sheridan will manage our assets and will assist and advise our Board
Of Directors on real estate acquisitions and investment opportunities. We will
pay Sheridan an administrative fee and a property management and accounting fee
for those services. The costs for these services are anticipated to be no
greater than the costs currently being paid by us. In addition, Sheridan will
receive incentive compensation in the form of an advisory fee based on new real
property acquisitions and five-year warrants to purchase our common stock at $5
per share. Issuance of the warrants is subject to shareholder approval, which
will be requested at our next Annual Meeting of shareholders. Mr. Atkins is the
co-manager, chairman and a 16.67% owner of Sheridan Realty Advisors, LLC.
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. The resale of these shares by Mr. Knight is covered by this prospectus.
Mr. Knight was appointed to our board of directors pursuant to the terms of the
Purchase And Sale Agreement with Sheridan and, in December 1999, Mr. Knight was
elected as our Secretary. In addition, Mr. Knight is the co-manager, President
and a 16.66% owner of Sheridan Realty Advisors, LLC, which has entered into an
agreement to manage our properties. This agreement is described above. Mr.
Knight is also a Vice President and 9.9% owner of Sheridan Development.
Additionally, after our purchase of the Keystone Buildings, William T.
Atkins and the Alexander S. Hewitt Revocable Trust purchased 3,589 shares of the
Company's 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 approximately 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 and a 17.5% owner of the Sheridan Realty Corp., which
is the general partner of Sheridan. The Alexander S. Hewitt Revocable Trust is
also a 2.5% 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 Co-Chairman of Sheridan Realty
Advisors, LLC.
Other than as described in this section, there are no material
relationships between any of the selling shareholders and any of the Company's
officers, directors, predecessors or affiliates.
The following table sets forth the names of the selling shareholders, the
number of shares of common stock owned by the selling shareholders before the
offering (determined as of January 11, 2000), the number of shares of common
stock to be offered by the selling shareholders, the assumed number of
adjustment shares that may be issued and offered by the selling shareholders,
and the number of shares owned by the selling shareholders after the offering.
9
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Number of Shares Number of
Of Common Stock Adjustment Number of shares
Owned Before Number Of Shares Shares That May Owned After
Name Offering To Be Offered (1) Be Offered (2) Offering
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William T. Atkins 34,991 (3) 31,991 5,999 3,000 (3)
- ----------------------------------------------------------------------------------------------------------------------
Victor K. Atkins 40,441 40,441 7,583 -0-
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Victor K. Atkins, Jr. 40,441 40,441 7,583 -0-
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John P. Austin 7,247 7,247 1,359 -0-
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J.M. Bryan Family Trust 13,358 13,358 2,505 -0-
- ------------------- --------------------------------------------------------------------------------------------------
John M. & Florence E. Bryan Trust 22,508 22,508 4,220 -0-
- ----------------------------------------------------------------------------------------------------------------------
Chambers Marital Trust 10,686 10,686 2,004 -0-
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F. Warren Hellman 19,836 19,836 3,719 -0-
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Rock River Trust Company, Trustee of the
William A. Hewitt Trust 40,441 40,441 7,583 -0-
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Rock River Trust Company, Trustee of the
Patricia W. Hewitt Bypass Trust f/b/o
Alexander S. Hewitt 14,248 14,248 2,672 -0-
- ----------------------------------------------------------------------------------------------------------------------
Rock River Trust Company, Trustee of the
Patricia W. Hewitt Bypass Trust f/b/o
Adrienne D. Hewitt 14,248 14,248 2,672 -0-
- ----------------------------------------------------------------------------------------------------------------------
Rock River Trust Company, Trustee of the
Patricia W. Hewitt Bypass Trust f/b/o
Anna H. Wolfe 14,248 14,248 2,672 -0-
- ----------------------------------------------------------------------------------------------------------------------
Rock River Trust Company, Trustee of the 3,294 1,794 336 1,500
Alexander S. Hewitt Revocable Trust
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William R. Hewlett 26,716 26,716 5,009 -0-
- ----------------------------------------------------------------------------------------------------------------------
Kenneth B. Miller 7,247 7,247 1,359 -0-
- ------------------------------------------------------ ---------------------------------------------------------------
Roswell Miller 2,672 2,672 501 -0-
- ----------------------------------------------------------------------------------------------------------------------
Richard H. Peterson 35,866 35,866 6,725 -0-
- ----------------------------------------------------------------------------------------------------------------------
David Rockefeller 40,441 40,441 7,583 -0-
- ----------------------------------------------------------------------------------------------------------------------
Susan Rudolph 12,516 12,516 2,347 -0-
- ----------------------------------------------------------------------------------------------------------------------
John M. Seabrook 35,866 35,866 6,725 -0-
- ----------------------------------------------------------------------------------------------------------------------
Mason G. Cadwell 2,672 2,672 501 -0-
- ----------------------------------------------------------------------------------------------------------------------
John Rich, Jr. 2,672 2,672 501 -0-
- ----------------------------------------------------------------------------------------------------------------------
Alexander S. Hewitt 53,079 53,079 9,953 -0-
- ----------------------------------------------------------------------------------------------------------------------
Charles K. Knight 12,343 (3) 5,343 1,002 7,000 (3)
- ----------------------------------------------------------------------------------------------------------------------
Chumpol Phornprapha 31,291 31,291 5,867 -0-
- ----------------------------------------------------------------------------------------------------------------------
David B. Gold Trust 4,575 4,575 858 -0-
- ----------------------------------------------------------------------------------------------------------------------
Robert W. Holman 9,150 9,150 1,716 -0-
- ----------------------------------------------------------------------------------------------------------------------
TOTAL SHARES OFFERED 541,593 101,552
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) The number of shares of common stock to be sold assumes that the selling
shareholders elect to sell all the shares of common stock received in the
Private Placement. If the selling shareholders sell all the shares that may
be sold pursuant to this prospectus, no selling shareholder will then own
more than one percent of our outstanding common stock.
(2) We have assumed that 101,552 adjustment shares may be issued to the selling
shareholders based on an assumed weighted average trading price of $4.00
per share for the 15 trading days preceding the first anniversary of the
purchase of the Keystone Buildings. We cannot assure that any adjustment
shares will be required to be issued or that more than 101,552 adjustment
shares may have to be issued.
10
<PAGE>
(3) Includes currently exercisable options to purchase 3,000 shares for $4.813
per share until August 12, 2004.
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
9,000 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, 1998 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.
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.
11
<PAGE>
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
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 public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, Room
1024 and at the following regional offices of the SEC: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and 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 the Company 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:
* Our Annual Report on Form 10-KSB for the year ended December 31, 1998;
* Our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
* The description of our common stock contained in our registration
statement on Form 8-A/A3 as filed with the SEC on December 14, 1999;
12
<PAGE>
* Our Proxy Statement dated May 27, 1999 concerning our Annual Meeting
of Shareholders held on June 29, 1999;
* Our Current Report on Form 8-K regarding the acquisition of the
Keystone Buildings on August 12, 1999 as filed with the SEC on August
12, 1999; and
* Our Current Report on Form 8-K regarding the advisory agreement with
Sheriden Realty Advisors LLC effective January 1, 2000 filed with the
SEC January 18, 2000.
* 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.
13
<PAGE>
AMERIVEST PROPERTIES INC.
643,145 Shares of Common stock
------------------------
SELLING SHAREHOLDER
PROSPECTUS
------------------------
TABLE OF CONTENTS Page
PROSPECTUS SUMMARY................... 3
RISK FACTORS......................... 5
OFFERING BY SELLING SHAREHOLDERS..... 8
LEGAL MATTERS........................ 11
EXPERTS.............................. 11
SECURITIES AND EXCHANGE
COMMISSION POSITION ON
CERTAIN INDEMNIFICATION............ 11 ___________, 2000
DISCLOSURE REGARDING FORWARD
LOOKING STATEMENTS AND
CAUTIONARY STATEMENTS.............. 11
WHERE YOU CAN FIND MORE AVAILABLE
INFORMATION......................... 12
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE....................... 12
<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 $ 701
Nasdaq SmallCap Stock Market Additional Listing Fee $ 6,431
Printing Expenses* $ 1,000
Accounting Fees and Expenses* $ 1,000
Legal Fees and Expenses* $ 10,000
Blue Sky Fees and Expenses* $ 500
Registrar and Transfer Agent Fee* $ 500
Miscellaneous* $ 868
---------
Total $ 21,000
=========
* 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).
24 Power Of Attorney (included in Part II of the Registration Statement).
II-1
<PAGE>
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 18th day of January
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 January 18, 2000
- ---------------------------
James F. Etter
/s/ Charles R. Hoffman Director January 18, 2000
- ---------------------------
Charles R. Hoffman
/s/ John A. Labate Director January 18, 2000
- ---------------------------
John A. Labate
/s/ Robert J. McFann Director January 18, 2000
- ---------------------------
Robert J. McFann
/s/ William T. Atkins Chief Executive January 18, 2000
- --------------------------- Officer (Principal Executive
William T. Atkins Officer) and Director
/s/ Charles K. Knight
- ---------------------------
Charles K. Knight Secretary and Director January 18, 2000
/s/ D. Scott Ikenberry Chief Financial Officer
- --------------------------- (Principal Financial Officer)
D. Scott Ikenberry January 18, 2000
<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).
Exhibit 5
January 18, 2000
AmeriVest Properties Inc.
1800 Glenarm Place, Suite 500
Denver, CO 80202
Gentlemen and Ladies:
We have acted as counsel for AmeriVest Properties Inc. (the "Company") in
connection with the registration on Form S-3 under the Securities Act of 1933,
as amended, of 643,145 shares of the Company's $.001 par value common stock (the
"Common stock").
We have examined the Company's Articles Of Incorporation, its Bylaws, and
the record of its corporate proceedings with respect to the registration
described above. In addition, we have examined such other certificates,
agreements, documents and papers, and we have made such other inquiries and
investigations of law as we have deemed appropriate and necessary in order to
express the opinion set forth in this letter. In our examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 643,145 shares of
Common stock whose transfer is being registered by the Company will be, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-3 (the "Registration Statement"), legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering and to the filing of this opinion as an
exhibit to the Company's Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
Exhibit 23.1
Wheeler Wasoff, P.C.
Certified Public Accountants
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference into this Registration
Statement of AmeriVest Properties Inc. (the "Company") on Form S-3 of our report
dated March 15, 1999 relating to the Company's financial statements included in
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998.
We also consent to the reference to us under the heading "Experts" in
this Registration Statement.
WHEELER WASOFF, P.C.
/s/ Wheeler Wasoff, P.C.
Denver, Colorado
January 18, 2000
