-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H8pYdYd/qsnQ8asDblWUheuypqDkZ19jQn8N5qJyD5EYgkM/WdoOFFmPyG1Y0Y9z 6tNfk9yW7Y2sAVGgDbceFQ== 0000932384-00-000237.txt : 20001229 0000932384-00-000237.hdr.sgml : 20001229 ACCESSION NUMBER: 0000932384-00-000237 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIVEST PROPERTIES INC CENTRAL INDEX KEY: 0000927102 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841240264 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53847 FILM NUMBER: 797383 BUSINESS ADDRESS: STREET 1: 1800 GLENARM PLACE STREET 2: SUITE 500 CITY: DENVER, STATE: CO ZIP: 80202 BUSINESS PHONE: 3032971800 MAIL ADDRESS: STREET 1: 7100 GRANDVIEW AVE STREET 2: SUITE 1 CITY: ARVADA STATE: CO ZIP: 80002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATKINS WILLIAM T CENTRAL INDEX KEY: 0001093678 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE SHERIDAN GROUP STREET 2: 1800 GLENARM PLACE SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032971800 MAIL ADDRESS: STREET 1: C/O THE SHERIDAN GROUP STREET 2: 1800 GLENARM PLACE SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 0001.txt SCHEDULE 13D/A-1 ---------------------------------- OMB APPROVAL ---------------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response...........14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* AmeriVest Properties, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.001 - ------------------------------------------------------------------------------- (Title of Class of Securities) 03071L101 - ------------------------------------------------------------------------------- (CUSIP Number) - ------------------------------------------------------------------------------- William T. Atkins 1800 Glenarm Place, Suite 500 Denver, CO 80202 303-297-1800 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 2000 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Schedule 13D CUSIP No. 03071L101 AMERIVEST PROPERTIES, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) William T. Atkins - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |x| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION US - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 36,191 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 280,841* ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 36,191 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 280,841* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,252 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 2 Schedule 13D CUSIP NO. 03071L101 AMERIVEST PROPERTIES, INC. - ------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $0.001 par value of AmeriVest Properties, Inc., a Maryland corporation, having its executive offices at 1800 Glenarm Place, Suite 500, Denver, CO 80202. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is William T. Atkins, a United States citizen, whose business address is 1800 Glenarm Place, Suite 500, Denver, CO 80202. Mr. Atkins is the President of Sheridan Realty Corp., 1800 Glenarm Place, Suite 500, Denver, CO 80202. The principal business of Sheridan Realty Corp. is real estate investment, development and management. Mr. Atkins is also a Director of the Issuer. During the last five years, Mr. Atkins has neither (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making either one of them subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The transaction covered by this statement is the receipt of common stock from Issuer on September 29, 2000, as partial consideration in exchange for an office building located in Denver, Colorado from Sheridan Realty Partners, L.P., a Delaware limited partnership ("SRP"). Mr. Atkins is a shareholder in Sheridan Realty Corp., the general partner of SRP. ITEM 4. PURPOSE OF TRANSACTION. The purpose of this transaction is for investment. Item 3 is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 3 and 4 are incorporated herein by reference. (a) Mr. Atkins beneficially owns and has the sole power to vote and dispose of 32,191 shares of Issuer common stock and options to acquire an additional 12,000 shares of Issuer common stock (of which options with respect to 4,000 shares of Issuer common stock are reportable at this time). (b) Mr. Atkins is one of five directors of Rock River Trust Company ("RRTC"), which beneficially owns 83,185 shares of Issuer common stock, as Trustee of various trusts. RRTC is an Illinois chartered trust company with a principal business address at 4709 44th Street, Suite 5, Rock Island, IL 61201. RRTC has not, during the last five years, 3 Schedule 13D CUSIP No. 03071L101 AMERIVEST PROPERTIES, INC. - -------------------------------------------------------------------------------- been convicted in a criminal proceeding nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Atkins does not vote on any matters before the RRTC board of directors regarding the acquisition, voting, or disposition of such stock. Mr. Atkins disclaims beneficial ownership in such shares. (c) Mt. Atkins is one of five directors of Sheridan Realty Corp., a Delaware corporation ("SRC"), that is the general partner of Sheridan Realty Partners, L.P., a Delaware limited partnership ("SRP"). SRP owns 131,784 shares of Issuer common stock and warrants to acquire an additional 65,892 shares of Issuer common stock. Neither SRC or SRP has, during the last five years, been convicted in a criminal proceeding nor been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Atkins disclaims beneficial ownership in such shares. (d) Mr. Atkins, therefore, has sole voting power and sole investment power over 36,191 shares of common stock and shared voting power and shared investment power over 280,841 shares of common stock (with respect to such shared voting and shared investment power he disclaims beneficial ownership), representing 10.4% of the sum of, pursuant to Rule 13d-3(d)(I)(i), (A) 2,960,634 outstanding shares of the Issuer, (B) options to acquire 4,000 shares of Issuer common stock, and (C) warrants to acquire 65,892 shares of Issuer common stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. (a) Mr. Atkins is a business associate and co-shareholder of SRC with Mr. Alexander S. Hewitt, a vice president of AmeriVest Properties Inc. Because their acquisition, voting, and disposition activities could cause them to be deemed to be a "group" (as defined in Section 13 of the Securities Exchange Act of 1934, as amended), Mr. Atkins and Mr. Hewitt have entered into an agreement evidencing that, unless and until either person decides otherwise, each will conduct his activities with respect to the Issuer's securities as if the two of them are a "group" (as defined in Section 13 of the Securities Exchange Act of 1934, as amended). (b) Mr. Atkins has also entered into a Subscription and Registration Rights Agreement between himself and the Issuer. (c) Mr. Atkins is a member, chairman, and co-manager of Sheridan Realty Advisers, LLC, a Colorado limited liability company ("SRA"), that holds warrants to acquire 750,000 4 Schedule 13D CUSIP No. 03071L101 AMERIVEST PROPERTIES, INC. - -------------------------------------------------------------------------------- shares of Issuer common stock, exercisable January 1, 2003, acquired pursuant to an investment advisory agreement entered into effective January 1, 2000. (d) Other than these three agreements, there are no contracts, arrangements, understandings or relationships between Mr. Atkins and any other party with respect to any of the Issuer common stock owned by Mr. Hewitt, RRTC, SRC, SRP, SRA, or any other party. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Agreement Power of Attorney SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DECEMBER 28, 2000 --------------------------------------- Date /S/ DEBORAH J. FRIEDMAN --------------------------------------- Signature DEBORAH J. FRIEDMAN, ATTORNEY-IN-FACT --------------------------------------- Name/Title 5 Schedule 13D CUSIP No. 03071L101 AMERIVEST PROPERTIES, INC. - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit 99.1 Agreement 99.2 Power of Attorney 6 EX-99 2 0002.txt EXHIBIT 99.1 AGREEMENT EXHIBIT 99.1 AGREEMENT This Agreement (the "Agreement"), entered into by and between Alexander S. Hewitt ("Hewitt") and William T. Atkins ("Atkins"), dated as of December 28, 2000. R E C I T A L S WHEREAS, Hewitt and Atkins each have acquired "beneficial ownership" (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder) of more than five percent (5%) of the common stock of AmeriVest Properties, Inc. (the "Company") through their direct and indirect holdings of common stock, options, and warrants of the Company (the "Securities"); WHEREAS, each party has determined that their acquisition, voting, and disposition activities with respect to the Securities could cause Hewitt and Atkins to be deemed to be a "group" (as defined under the Section 13 of the Exchange Act); and WHEREAS, each party has concluded that it is in his best interest to enter into a written agreement with the other party, evidencing the understanding that, unless and until either party decides otherwise, each will conduct his activities with respect to the Securities (and any other subsequently acquired securities of the Company) as if the two parties are a "group" (as defined under Section 13 of the Exchange Act); AGREEMENT NOW, THEREFORE, each party agrees with, and represents and warrants to the other party as follows: 1. Neither party will acquire or dispose of "voting power" or "investment power" (each, as defined in Section 13 of the Securities Exchange Act of 1934) over any security of the Company, or any derivative instrument whose underlying security is a security of the Company, without prior oral or written notice to the other party. Notification will be effective when the other party receives the notice. 2. Either party, in his sole discretion, may at any time terminate this Agreement by providing written notice of termination to the other party. Termination will be effective when the other party receives the notice. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date and year first above written. /s/Alexander S. Hewitt /s/William T. Atkins - ---------------------------------- --------------------------------- Alexander S. Hewitt William T. Atkins EX-99.1 3 0003.txt EXHIBIT 99.2 POWER OF ATTORNEY EXHIBIT 99.2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that William T. Atkins, whose signature appears below, constitutes and appoints Deborah J. Friedman as attorney-in-fact and agent for the undersigned solely for the purpose of executing reports required under Section 13 and 16 of the Securities and Exchange Act of 1934, and filing the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, thereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof. The undersigned further agrees to indemnify and hold harmless the appointee against any liability for any actions performed by that appointee in good faith on behalf of the undersigned pursuant to this power of attorney. This power of attorney shall remain in effect until revoked by a subsequently filed instrument. Dated: December 22, 2000 /s/William T. Atkins - ------------------------------- William T. Atkins -----END PRIVACY-ENHANCED MESSAGE-----