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): August 17, 2006

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 100, Denver, Colorado 80222
(Address of principal executive offices)
	(303) 297-1800
(Registrant’s telephone number)
	N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 17, 2006, AmeriVest Properties Inc. completed the sale of its Greenhill Park office building in Dallas, Texas to Koll/PER, LLC (“Koll/PER”), a limited liability company owned by The Koll Company of Newport Beach, California and the Public Employee Retirement System of Idaho.  Greenhill Park is the first property to close under the Purchase and Sale Agreement dated July 17, 2006 with Koll/PER, a copy of which was filed as Exhibit 21 to the Company’s Form 10-Q for the period ended June 30, 2006.

Greenhill Park, a 248,249 square-foot Class A office property, was sold for $29,800,000.  The estimated cash proceeds of $28.4 million, after closing costs and adjustments, will be available, subject to the payment of certain expenses and other costs, for distribution to stockholders under the approved plan of liquidation.  The Board of Directors has not established any dates for the payment of liquidation distributions.  There can be no assurance with respect to the timing or amount of any distribution or distributions by the Company, or that any other closings will occur under the Purchase and Sale Agreement or otherwise.  This summary above is qualified in its entirety by the press release relating to the sale of Greenhill Park, which is included under Item 9.01(d) as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item by reference.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Please see the disclosure in Item 1.01 of this Current Report on Form 8-K, which is included in this Item by reference.

Pro forma financial information relating to this transaction is contained in Item 9.01(b) below.

2

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(b)           Pro forma financial information (unaudited)

The following unaudited Pro Forma Condensed Consolidated Financial Statements are included with this report:

Pro Forma Condensed Consolidated Statement of Net Assets in Liquidation as of June 30, 2006 (unaudited)	F-1
Pro Forma Condensed Consolidated Statement of Changes in Net Assets in Liquidation for the period June 1, 2006 to June 30, 2006 (unaudited)	F-2
Pro Forma Condensed Consolidated Statements of Operations (Going Concern Basis):
Year ended December 31, 2005 (unaudited)	F-3
Five months ended May 31, 2006 (unaudited)	F-4
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)	F-5

As a result of the approval of the plan of liquidation (the “Plan”) by our stockholders, we adopted the liquidation basis of accounting as of June 1, 2006, and for all subsequent periods.  Accordingly, all assets have been adjusted to their estimated net realizable value.  Liabilities, including estimated costs associated with implementing the Plan, have been adjusted to their estimated settlement amounts.  The estimates of the Company’s assets and liabilities will be periodically reviewed and adjusted as appropriate.  The estimates for the valuation of real estate held-for-sale is based on the Purchase and Sale agreement with Koll/PER, net of estimated selling costs and other potential costs relating to the liquidation.  Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated.  Estimated future cash flows from property operations were made based on the anticipated sales dates of the assets.  However, due to the uncertainty in the timing of the anticipated sales dates and the cash flows therefrom, revenues and expenses generated by operations may differ materially from amounts estimated.  These amounts are presented in the accompanying statement of net assets.  The net assets represent the estimated liquidation value of our assets available to our stockholders upon liquidation.  The actual settlement amounts realized for assets and settlement of liabilities may differ materially, perhaps in adverse ways, from the amounts estimated.  As such, it is not possible to predict the aggregate amount or timing of future distributions to stockholders and no assurance can be given that the eventual amount of distributions to be paid will equal or exceed the estimated net assets in liquidation included in the financial statements.

The unaudited Pro Forma Condensed Consolidated Statement of Net Assets in Liquidation of the Company as of June 30, 2006, reflects the financial position of the Company after giving effect to the disposition of Greenhill Park, as discussed in Item 2.01, as if such disposition took place on June 30, 2006. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal year ended December 31, 2005 and the five months ended May 31, 2006 give effect to the disposition of Greenhill Park as if such disposition occurred on January 1, 2005.

The unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared by the Company based upon historical financial statements of the Company, the operations of the property sold, and assumptions deemed proper by management and have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for the inclusion in the Form 8-K to be filed by AmeriVest Properties Inc.. The unaudited Pro Forma

3

Condensed Consolidated Financial Statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the sale been consummated on the date indicated. The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the historical financial statements and related notes of the Company previously filed with the Securities and Exchange Commission.

(d)           Exhibits.

Exhibit 99.1 Press Release dated August 17, 2006.

4

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.
Dated: August 22, 2006
	By:	/s/ Sheri D. Henry
		Sheri D. Henry
		Chief Financial Officer

5

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Net Assets in Liquidation

June 30, 2006

(unaudited)

ASSETS	Historical	Pro Forma Adjustments		Pro Forma
Real estate assets	$  255,936,884	$  (28,600,423	)(a)	$  227,336,461
Cash and cash equivalents	2,110,527	(200	)(a)
		28,354,825	(b)	30,465,152
Escrow deposits	3,530,952	(310,870	)(a)	3,220,082
Accounts receivable	255,887	(77,803	)(a)	178,084
Prepaid expenses and other assets	538,767	(56,786	)(a)	481,981
Total assets	$  262,373,017	$       (691,257	)	$  261,681,760
LIABILITIES
Secured mortgage loans and notes payable	$  126,440,168	$                 —		$  126,440,168
Accounts payable and accrued expenses	2,544,637	(104,594	)(a)	2,440,043
Accrued real estate taxes	2,395,972	(266,950	)(a)	2,129,022
Prepaid rents and security deposits	2,609,261	(319,713	)(a)	2,289,548
Estimated net liability for costs during the liquidation period	6,227,674	107,993	(c)	6,335,667
Total liabilities	140,217,712	(583,264	)	139,634,448
Net assets in liquidation (available to common stockholders)	$  122,155,305	$       (107,993	)	$  122,047,312

See accompanying notes to the pro forma condensed consolidated financial statements.

F-1

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Changes in Net Assets in Liquidation

June 30, 2006

(unaudited)

	Historical		Pro Forma Adjustments		Pro Forma
Net assets in liquidation on June 1, 2006	$  122,579,044		$                 —		$  122,579,044
Change in estimated net assets in liquidation	(423,739	)	(107,993	)(c)	(531,732	)
Net assets in liquidation at June 30, 2006	$  122,155,305		$       (107,993	)	$  122,047,312

See accompanying notes to the pro forma condensed consolidated financial statements.

F-2

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Operations

Year Ended December 31, 2005

(Going Concern Basis)

(unaudited)

	Historical		Pro Forma Adjustments		Pro Forma
Real Estate Operating Revenue:
Rental revenues	$   34,869,604		$   (3,855,555	)(d)	$   31,014,049
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	9,417,061		(1,516,398	)(d)	7,900,663
Real estate taxes	4,728,154		(403,958	)(d)	4,324,196
General and administrative expenses	4,720,958		—		4,720,958
Interest expense	11,996,147		(955,725	)(d)	11,040,422
Depreciation and amortization expenses	12,763,733		(723,017	)(d)	12,040,716
Strategic alternative expenses	708,491		—		708,491
Impairment of investment in real estate	4,889,082		—		4,889,082
Total operating expenses	49,223,626		(3,599,098	)	45,624,528
Loss from continuing operations	(14,354,022	)	(256,457	)	(14,610,479	)
Other Income:
Interest income	114,095		(5,410	)(d)	108,685
Total other income	114,095		(5,410	)	108,685
Loss before discontinued operations	(14,239,927	)	(261,867	)	(14,501,794	)
Discontinued operations	3,541,614		—		3,541,614
Net loss	$  (10,698,313	)	$      (261,867	)	$  (10,960,180	)
Net Loss per Share—Basic and Diluted:
Net loss before discontinued operations	$             (0.59	)	$            (0.01	)(d)	$             (0.60	)
Discontinued operations, net	0.15		—		0.15
Net loss	$             (0.44	)	$            (0.01	)	$             (0.45	)
Weighted Average Common Shares Outstanding:
Basic	24,062,330				24,062,330
Diluted	24,062,330				24,062,330

See accompanying notes to the pro forma condensed consolidated financial statements.

F-3

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Operations

Five Months Ended May 31, 2006

(Going Concern Basis)

(unaudited)

	Historical		Pro Forma Adjustments		Pro Forma
Real Estate Operating Revenue:
Rental revenues	$  14,548,386		$  (1,652,049	)(d)	$  12,896,337
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	4,254,952		(647,259	)(d)	3,607,693
Real estate taxes	1,812,772		(183,997	)(d)	1,628,775
General and administrative expenses	2,084,652		—		2,084,652
Interest expense	3,533,086		(86,603	)(d)	3,446,483
Depreciation and amortization expenses	5,265,388		(403,492	)(d)	4,861,896
Strategic alternative and liquidation expenses	249,435		—		249,435
Total operating expenses	17,200,285		(1,321,351	)	15,878,934
Loss from continuing operations	(2,651,899	)	(330,698	)	(2,982,597	)
Other Income:
Interest income	129,747		—		129,747
Total other income	129,747		—		129,747
Loss before discontinued operations	(2,522,152	)	(330,698	)	(2,852,850	)
Discontinued operations	15,046,598		—		15,046,598
Net earnings	$  12,524,446		$     (330,698	)	$  12,193,748
Earnings per Share—Basic and Diluted:
Net loss before discontinued operations	$           (0.10	)	$           (0.01	)(d)	$           (0.11	)
Discontinued operations, net	0.62		—		0.62
Net earnings	$             0.52		$           (0.01	)	$             0.51
Weighted Average Common Shares Outstanding:
Basic	24,124,735				24,124,735
Diluted	24,128,907				24,128,907

See accompanying notes to the pro forma condensed consolidated financial statements.

F-4

AMERIVEST PROPERTIES INC.

Notes to Pro Forma Condensed Consolidated Financial Statements

(unaudited)

(a)To eliminate the assets and liabilities included in the statement of net assets in liquidation of Greenhill Park as of June 30, 2006.

(b)Represents the proceeds from the disposition:

Sales proceeds	$29,800,000
Closing costs	(1,445,175	)
Cash received at closing	$28,354,825

(c)To eliminate the change in estimated net assets in liquidation of Greenhill Park as of June 30, 2006.

(d)To eliminate the results of operations of Greenhill Park for the twelve months ended December 31, 2005 and the five months ended May 31, 2006.  The pro forma results exclude the impact of the gain on the sale of the property.

F-5

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 17, 2006.

EX-99.1

Exhibit 99.1

	NEWS RELEASE
Contact: Sheri Henry Chief Financial Officer (ext. 132) sherih@amvproperties.com	1780 South Bellaire Street, Suite 100 Denver, CO 80222 Ph: (303) 297-1800 Fax: (303) 296-7353	Listed: AMEX Trading Symbol: AMV www.amvproperties.com

AMERIVEST ANNOUNCES SALE OF GREENHILL PARK IN DALLAS

DENVER, CO, August 17, 2006—AmeriVest Properties Inc. (AMEX: AMV), a real estate investment trust serving small to medium size office tenants, announced today that it completed the sale of its Greenhill Park office building in Dallas, Texas.  Greenhill Park, a 248,249 square-foot Class A office property located in the Dallas submarket of Addison, was sold for $29,800,000, or approximately $120 per square foot, to Koll/PER, LLC (Koll/PER), a limited liability company owned by The Koll Company of Newport Beach, California and the Public Employee Retirement System of Idaho (PERSI).   The estimated cash proceeds of $28.4 million, after closing costs and adjustments, will be available, subject to the expenses and other costs of the Company, for distribution to shareholders under the plan of liquidation approved by its shareholders.  Detailed information regarding this closing is included at the end of this press release.  Greenhill Park is the first property to close under the purchase and sale agreement dated July 17, 2006 with Koll/PER.  Additional closings are anticipated to be scheduled as loan assumption approvals are received from AmeriVest’s mortgage lenders and other traditional closing activities are completed.  The Board of Directors of AmeriVest has not established any dates for the payment of liquidating distributions.  There can be no assurance with respect to the timing or amount of any distribution or distributions to be made by AmeriVest, or that any other closings will occur under the purchase and sale agreement or otherwise.

Company Information

AmeriVest Properties Inc., with its principal office in Denver, Colorado, is a company in liquidation.  Prior to liquidation approval, AmeriVest provided Smart Space for Small Business® in Denver, Phoenix, and Dallas, through the acquisition, repositioning and operation of multi-tenant office buildings in those markets.  In May 2006, the Company’s shareholders approved a plan of complete liquidation.  Further information about AmeriVest is available at www.amvproperties.com.

The Koll Company, with its principal office in Newport Beach, California, currently owns and manages approximately 2.5 million square feet of existing multi-tenant, light industrial and suburban office space and has an additional 1.1 million square feet under development or in the planning stage.  Further information on Koll is available at www.koll.com.

The Public Employee Retirement System of Idaho (PERSI) is a $9 billion public pension plan headquartered in Boise, Idaho.  Their website is www.persi.state.id.us.  PERSI is advised by Chadwick Saylor Capital Management Inc., a registered investment advisor based in Los Angeles and Atlanta.  Their website is www.chadwicksaylor.com.

In addition to historical information, this press release contains forward-looking statements and information under 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 results may differ materially from what is expressed or forecasted in this press release.  In particular, the factors that could cause actual results to differ materially include, without limitation, the uncertainties with closing any or all of the anticipated asset sales, 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 2005 Annual Report on Form 10-K, AmeriVest’s Proxy Statement for its 2006 annual meeting and from time to time in the Company’s filings with the Securities and Exchange Commission.

Asset Sales Information

	Greenhill
	Park
Market	Dallas
RSF	248,249
Occupancy:% leased	84		%
Closing date	8/17/2006
Contract purchase price	$	29,800,000
Price per square foot	$	120.04
Closing Costs and Adjustments
Contract purchase price	$	29,800,000		100	%
Sales Expenses
Commissions	(268,200		)	-0.9	%
Filing, title and other fees	(5,905		)	0.0	%
Title insurance	(95,591		)	-0.3	%
Total sales expenses	(369,696		)	-1.2	%
Closing Prorations
Rent prorations	(159,671		)	-0.5	%
Accrued interest	(2,222		)	0.0	%
Transfer of security deposits	(174,055		)	-0.6	%
Property taxes payable	(322,723		)	-1.1	%
Other prorations	(49,808		)	-0.2	%
Capital repair credit	(200,000		)	-0.7	%
Transfer of tenant improvements to buyer	(167,000		)	-0.6	%
Total prorations	(1,075,479		)	-3.6	%
Total adjustments to sale price	(1,445,175		)	-4.8	%
Net cash retained by seller	$	28,354,825		95.2	%