-----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, PvfYeObrC+J4HfHdCiZULmks8wR8ERb4vykBYnT/zpkLJmKmfxt+gAktvjam1D// lAiwoi6WT2m05hsrlcxgQQ== 0001050502-03-000015.txt : 20030107 0001050502-03-000015.hdr.sgml : 20030107 20030107094709 ACCESSION NUMBER: 0001050502-03-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021223 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030107 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14462 FILM NUMBER: 03505911 BUSINESS ADDRESS: STREET 1: 1780 S BELLAIRE ST STREET 2: SUITE 515 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3032971800 MAIL ADDRESS: STREET 1: 1780 S. BELLAIRE ST. STREET 2: SUITE 515 CITY: DENVER STATE: CO ZIP: 80222 8-K 1 amerivest8k12-23.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2002 AmeriVest Properties Inc. ------------------------- (Exact name of small business issuer as specified in its charter) Maryland 1-14462 84-1240264 -------- ------- ---------- (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 1780 South Bellaire Street Suite 515, Denver, Colorado 80222 ------------------------------------------------------------ (Address of principal executive offices) (303) 297-1800 -------------- (Registrant's telephone number) Item 5. Other Events and Required FD Disclosure Termination of Advisory Agreement. On December 27, 2002, we entered into a Termination of Advisory Agreement (the "Agreement") with Sheridan Realty Advisors, LLC ("Sheridan") providing for, effective as of November 1, 2002, the acquisition and consolidation on an "in-house" basis of the remaining operations of our advisor, Sheridan. Pursuant to the terms of an Advisory Agreement with Sheridan (as amended and restated, the "Advisory Agreement"), Sheridan has been our advisor since January 2000, managing our day-to-day operations from that time until January 2002 and advising our board of directors with respect to real estate acquisitions and investment opportunities. Sheridan is owned by certain of our executive officers. In January 2002, we acquired the administrative, property management and accounting services business of Sheridan. The acquisition and consolidation of the remaining service functions of Sheridan provided for in the Agreement is the final step in our full consolidation with Sheridan. As a result of the Agreement, all Sheridan employees are now our employees and the Advisory Agreement is terminated, except with respect to transactions closed or pending at December 31, 2002 (including the accrual of $865,470 in fees to Sheridan on or before December 31, 2002). We have accrued an additional $250,000 for fees due and payable to Sheridan for a property under contract at December 31, 2002, but the closing of which was subject to conditions. In the event that the transaction does not close, the accrued fees will not be paid. Sheridan has elected to apply the unpaid fees earned towards the exercise of warrants to purchase additional shares of our common stock. For a more complete description of this transaction, please see the Agreement, a copy of which is attached hereto as Exhibit 10.1, and our press release dated December 30, 2002, a copy of which is attached to this Form 8-K as Exhibit 99.1. Loan Refinancing. On December 23, 2002, we borrowed $29.7 million pursuant to a loan from Teachers Insurance and Annuity Association of America (the "Teachers Loan"). The Teachers Loan bears interest at a fixed rate of 7.4%, due in monthly installments of principal and interest, with the outstanding principal balance and any accrued interest due on January 1, 2013. This loan may be prepaid after December 31, 2007 subject to a prepayment penalty as defined in the loan agreement. This loan is secured by mortgages on Sheridan Center, Arrowhead Fountains and the Kellogg Building. The proceeds of the Teachers Loan were used to repay (i) two loans from US Bank National Association secured by the Sheridan Center property and the Kellogg Building, respectively, and (ii) a loan from Nationwide Life Insurance Company secured by the Arrowhead Fountains property. Item 7. Financial Statements and Exhibits. (c) Exhibits: Exhibit Number Exhibit Title - -------------- ------------- 10.1 Termination of Advisory Agreement between AmeriVest Properties Inc. and Sheridan Realty Advisors, LLC dated December 27, 2002 99.1 Press Release dated December 30, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERIVEST PROPERTIES INC. January 7, 2003 By: /s/ D. Scott Ikenberry ------------------------------- D. Scott Ikenberry Chief Financial Officer EX-10.1 3 amvestex10-1.txt TERMINATION AGREEMENT EXHIBIT 10.1 TERMINATION OF ADVISORY AGREEMENT BETWEEN AMERIVEST PROPERTIES INC. AND SHERIDAN REATLY ADVISORS, LLC. THIS TERMINATION AGREEMENT is dated as of December 27, 2002 between AmeriVest Properties Inc., a Maryland corporation (the "Company") and Sheridan Realty Advisors, LLC, a Colorado limited liability company (the "Advisor"). WITNESSETH: WHEREAS, the Company and the Advisor are parties to an Advisory Agreement originally dated as of December 22, 1999, revised and restated as of March 12, 2001 and further revised and restated as of December 31, 2001 (the "Advisory Agreement"); and WHEREAS, the Board of Directors of the Company and the Advisor have agreed that, effective as of November 1, 2002, the Advisory Agreement will be terminated pursuant to the terms and conditions of this Agreement and the Advisor shall be entitled to receive compensation as provided in the Advisory Agreement through February 28, 2003. NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. Effective Date of Termination. As of November 1, 2002 (the "Effective Date"), the Advisory Agreement shall be deemed terminated and have no further force and effect except as specified in this Agreement. As a result of such termination, the company shall be responsible for all expenses of the Advisor from and after November 1, 2002 through December 31, 2002, including wages and salaries, insurance, legal, accounting and consulting fees, payroll expenses, travel and mileage, investor relations and all other administrative and day-to-day expenses. 2. Compensation of Advisor. The Advisor shall be entitled to all compensation earned through December 31, 2002 for transactions completed or under contract, which includes the following amounts: 2.1 Advisory Fees. Advisory fees in accordance with Section 6.1 of the Advisory Agreement in the amount of $765,470 payable in connection with the acquisition of The Centerra Building in Denver, the Chateau Plaza building in Dallas and the acquisition and development of the Keystone Building IV in Indianapolis; plus 2.2 Capital Project Fees. Capital project fees in accordance with Section 6.2 of the Advisory Agreement in the amount of $100,000 payable in connection with capital projects commenced at The Centerra Building, the Kellogg Building and Keystone Building IV during 2002; plus 2.3 Contingent Advisory Fee. An estimated additional advisory fee in accordance with Section 6.1 of the Advisory Agreement in the amount of $250,000 in connection with the acquisition of a building in Phoenix, Arizona which is under contract by the Company and is subject to certain conditions. In the event the Phoenix acquisition does not close for any reason, the accrued fees will not be paid. 3. Agreement to Exercise Warrants. The Advisor agrees that it will use the compensation payable hereunder which has not been previously paid to exercise incentive warrants previously received by the Advisor under the Advisory Agreement. Under the terms of the Advisory Agreement, the incentive warrants are not exercisable until January 1, 2003. 4. Cooperation of Advisor. Upon execution of this Agreement and the compensation set forth herein, the Advisor shall immediately: 4.1 pay over to the Company all monies collected and held for the account of the Company pursuant to the Advisory Agreement; 4.2 deliver to the Directors a full accounting, including a statement showing all payments collected by it and a statement of any monies held by it, covering the period following the date of the last accounting furnished to the Directors; 4.3 deliver to the Directors all property and documents of the Company then in the custody of the Advisor; and 4.4 cooperate with the Company and take all reasonable additional steps requested to assist the Company in making an orderly transition of the advisory functions. 5. Full Payment. The parties agree that this Agreement constitutes full satisfaction of all fees, expenses and other obligations provided for in the Advisory Agreement. 6. Confidentiality. The Advisor acknowledges that it and its employees have had access to certain information concerning the Company and its business that was provided solely in connection with Advisor's duties under the Advisory Agreement. Any other use of this information at any time during or after the term of the Advisory Agreement is prohibited. 7. Complete Agreement. The parties acknowledge and agree that this Termination Agreement and the terms of the incentive warrants constitute the complete agreements between them and that no oral modification of this Termination Agreement is permissible. The parties further acknowledge and agree that this Termination Agreement and the terms contained herein supersede all previous contracts and agreements between the parties, including but not limited to the Advisory Agreement, as amended and that all previous contracts and agreements between the parties (other than the incentive warrant agreement), shall become null and void upon execution of this Termination Agreement. 8. Binding Agreement. This Termination Agreement shall be binding upon any and all successors and assigns of Advisor and the Company. 9. Colorado Law. Except for issues or matters as to which federal law is applicable, this Termination Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without giving effect to the conflicts of law principles thereof. AMERIVEST PROPERTIES INC. SHERIDAN REALTY ADVISORS, LLC By: /s/ William T. Atkins By: /s/ Charles K. Knight - ------------------------- ------------------------- William T. Atkins Charles K. Knight Chairman and Chief Executive Officer President and Co-Managing Member EX-99.1 4 amvestex99-1.txt PRESS RELEASE EXHIBIT 99.1 AmeriVest Properties Inc. NEWS RELEASE CONTACT: Kim P. Boswood 1780 South Bellaire Street Listed: AMEX Investor Relations Suite 515 Trading Symbol: AMV AmeriVest Properties Inc. Denver, CO 80222 www.amvproperties.com Phone: (303) 297-1800 ext. 118 Fax: (303) 296-7353 kim@amvproperties.com AMERIVEST COMPLETES ACQUISITION OF REMAINING OPERATIONS OF SHERIDAN REALTY ADVISORS; TERMINATES ADVISORY AGREEMENT DENVER, CO, December 30, 2002 -- The board of directors of AmeriVest Properties Inc. (AMEX: AMV), a real estate investment trust that owns 26 office properties serving small to mid-sized tenants, has announced that it has acquired and consolidated on an "in-house" basis, the remaining operations of its advisor, Sheridan Realty Advisors, LLC, and that, effective November 1, 2002, it has terminated its advisory agreement with Sheridan. Sheridan has been advisor to AmeriVest since January 2000, managing the day-to-day operations and assisting and advising the board of directors with respect to real estate acquisitions and investment opportunities. Sheridan is owned by the executive officers of AmeriVest. In January 2002, AmeriVest acquired the administrative, property management and accounting services business of Sheridan. The acquisition announced today, which is effective November 1, 2002, is the final step in AmeriVest's full consolidation with Sheridan. As a result, all Sheridan employees are now employees of AmeriVest and the advisory agreement is terminated, except with respect to transactions closed or pending at December 31, 2002. Fees earned by Sheridan through December 31, 2002 in the amount of $865,470 will be paid prior to year-end. An additional $250,000 has been accrued for fees due and payable for a property under contract, which is expected to close in February 2003. In the event the transaction does not close, the accrued fees will not be paid. Sheridan has elected to apply the unpaid fees earned towards the exercise of warrants to purchase additional shares of AmeriVest common stock. "We believe this change, which is consistent with our strategy and our previous commitments, will be perceived positively by our stockholders and the investment community," said William Atkins, chairman and chief executive officer of AmeriVest. "Although the advisory fees will result in fourth quarter charges which will reduce our FFO per share for the year, in the future the company will no longer be paying advisory fees in connection with new acquisitions. From this point on, Sheridan and its principals will be involved solely as inside management and as supportive stockholders." About AmeriVest Properties Inc. AmeriVest Properties Inc., with its principal office in Denver, Colorado, owns 26 office properties and focuses on serving small to mid-sized office tenants in select markets. To receive AmeriVest's latest news and corporate developments, visit the company's web site at http://www.AMVproperties.com. In addition to historical information, this press release contains information that may be considered to be forward-looking statements under the federal securities laws. These statements are based on expectations, estimates and projections about the industry and markets in which AmeriVest operates, management's beliefs, and assumptions made by management. While AmeriVest management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management's control. As such, these statements and information are not guarantees of future performance, and actual operating results may differ materially from what is expressed or forecasted in this press release. In particular, the factors that could cause actual operating results to differ materially include, without limitation, continued qualification as a real estate investment trust, the effects of general and local economic and market conditions, competition, regulatory changes, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants' financial condition, the uncertainties of real estate development and acquisition activity, development and construction costs, insurance risks, the costs and availability of financing, potential liability relating to environmental matters, and liquidity of real estate investments, and other risks and uncertainties detailed in AmeriVest's 2001 Annual Report on Form 10-KSB and from time to time in the Company's filings with the Securities and Exchange Commission. ##### 2002 -----END PRIVACY-ENHANCED MESSAGE-----