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): November 8, 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 incorporation or organization)	(Commission File No.)	(I.R.S. Employer 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:

oWritten communications pursuant to Rule 425 under the Securities Act

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 8, 2006, AmeriVest Properties Inc. (the “Company”) completed the sale of Sheridan Center and the Kellogg building in Denver, Colorado, and the Arrowhead Fountains building in Phoenix, Arizona 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.  These three sales will be referred to in this filing as the “November 8th Disposition”.  The November 8th Disposition is the seventh of eight transactions set to close under the Company’s Purchase and Sale Agreement dated July 17, 2006 with Koll/PER, a copy of which was filed as Exhibit 2.1 to the Company’s Form 10-Q for the period ended June 30, 2006.

Sheridan Center was sold for $10,715,000, the Kellogg building was sold for $16,800,000, and Arrowhead Fountains was sold for $18,500,000.  The estimated cash proceeds of approximately $18 million, after payoff of the mortgage encumbering the three properties, closing costs and adjustments, will be accumulated with other proceeds and made available, subject to the expenses and other costs of AmeriVest, for distribution to shareholders under the plan of liquidation approved by AmeriVest shareholders.  The Board of Directors has previously announced a $3.50 per share initial liquidating distribution payable on November 16, 2006 to shareholders of record as of November 10, 2006, but has not yet established any dates for the payment of subsequent liquidating distributions, if any.  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 the November 8th Disposition, 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 2.01COMPLETION 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.    On August 17, 2006, the Company completed the sale of its Greenhill Park office building in Dallas, Texas.  On September 21, 2006, the Company completed the sale of its Scottsdale Norte office building in Scottsdale, Arizona.  On September 28, 2006, the Company completed the sale of its Hackberry View office building in Dallas, Texas.  On October 11, 2006, the Company completed the sale of its Parkway Centre III building in Dallas, Texas.  On October 20, 2006, the Company completed the sale of its Hampton Court building in Dallas, Texas.  On October 25, 2006, the Company completed the sale of its Camelback Lakes building in Phoenix, Arizona.  The Greenhill Park, Scottsdale Norte, Hackberry View, Parkway Centre III, Hampton Court and Camelback Lakes dispositions are combined and included in the accompanying pro forma financial information as the “Previously Reported Dispositions.”  The Parkway Centre III, Hampton Court and Camelback Lakes dispositions are combined and included in the accompanying pro forma financial information as the “October Dispositions.”  All of the transactions above were with Koll/PER.  Please see the respective Form 8-Ks filed with the Securities Exchange Commission to review the Previously Reported Dispositions pro forma adjustments.

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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:

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 historic Statement of Net Assets in Liquidation at September 30, 2006.  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 as of September 30, 2006, reflects the financial position of the Company after giving effect to the October  Dispositions and the November 8th Disposition, as discussed in Item 2.01, as if such dispositions took place on September 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 the Previously Reported Dispositions and the November 8th Disposition as if such dispositions 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 properties sold, and assumptions deemed proper by management and have been prepared for the

3

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 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 sales 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 November 8, 2006.

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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: November 14, 2006
	By:	/s/ Sheri D. Henry
		Sheri D. Henry
		Chief Financial Officer

5

AMERIVEST PROPERTIES INC.

Condensed Consolidated Statement of Net Assets in Liquidation
September 30, 2006
(unaudited)

	Historical		October Dispositions			November 8th Disposition Pro Forma Adjustments			Pro Forma
ASSETS
Real estate assets	$	198,322,283	$	(90,760,612	)	$	(45,497,595	)(a)
						3,500,000		(b)	$	65,564,076
Cash and cash equivalents	48,604,609		(300		)	—
			47,213,415			17,600,471		(c)	113,418,195
Escrow deposits and restricted cash	4,098,449		(1,083,816		)	(1,209,336		)(a)	1,805,297
Accounts receivable	141,139		(49,018		)	(40,178		)(a)	51,943
Prepaid expenses and other assets	419,722		(153,257		)	(22,563		)(a)	243,902
Total assets	$	251,586,202	$	(44,833,588	)	$	(25,669,201	)	$	181,083,413
LIABILITIES
Secured mortgage loans and notes payable	$	107,297,229	$	(42,657,096	)	$	(27,966,251	)(a)	$	36,673,882
Accounts payable and accrued expenses	1,913,849		(315,328		)	(310,669		)(a)	1,287,852
Earnest money from Koll/PER	2,000,000		—			—			2,000,000
Accrued real estate taxes	2,562,028		(1,277,265		)	(357,462		)(a)	927,301
Prepaid rents and security deposits	1,790,773		(583,899		)	(534,819		)(a)	672,055
Estimated net liability for costs during the liquidation period	5,648,777		1,004,557			341,002		(d)
						(1,325,000		)(g)	5,669,336
Total liabilities	121,212,656		(43,829,031		)	(30,153,199		)	47,230,426
Net assets in liquidation (available to common stockholders)	$	130,373,546	$	(1,004,557	)	$	4,483,998		$	133,852,987

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
September 30, 2006
(unaudited)

	Historical			October Dispositions			November 8th Disposition Pro Forma Adjustments			Pro Forma
Net assets in liquidation on June 1, 2006	$	122,579,044		$	—		$	—		$	122,579,044
Changes in net assets in liquidation:
Changes to net liability for costs during the liquidation period:
Excess of revenues over expenses	1,364,206			(1,004,557		)	(341,002		)(e)	18,647
Change in estimated costs during the liquidation period	(1,003,184		)	—			1,325,000		(g)	321,816
Change to net liability for costs during the liquidation period	361,022			(1,004,557		)	983,998			340,463
Change in fair value of real estate investments	6,033,702			—			3,500,000		(b)	9,533,702
Change in assets and liabilities	1,399,778			—			—			1,399,778
Change in net assets in liquidation	7,794,502			(1,004,557		)	4,483,998			11,273,943
Net assets in liquidation on September 30, 2006	$	130,373,546		$	(1,004,557	)	$	4,483,998		$	133,852,987

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			Previously Reported Dispositions			November 8th Disposition Pro Forma Adjustments			Pro Forma
Real Estate Operating Revenue:
Rental revenues	$	34,869,604		$	(19,386,618	)	$	(6,303,883	)(f)	$	9,179,103
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	9,417,061			(5,727,890		)	(2,289,117		)(f)	1,400,054
Real estate taxes	4,728,154			(2,711,490		)	(667,029		)(f)	1,349,635
General and administrative expenses	4,720,958			—			—			4,720,958
Interest expense	11,996,147			(4,714,569		)	(2,120,166		)(f)	5,161,412
Depreciation and amortization expenses	12,763,733			(7,114,809		)	(2,857,294		)(f)	2,791,630
Strategic alternative expenses	708,491			—			—			708,491
Impairment of investment in real estate	4,889,082			—			(4,889,082		)(f)	—
Total operating expenses	49,223,626			(20,268,758		)	(12,822,688		)	16,132,180
Income (loss) from continuing operations	(14,354,022		)	882,140			6,518,805			(6,953,077		)
Other income (loss):
Interest income	114,095			(5,410		)	—			108,685
Total other income (loss)	114,095			(5,410		)	—			108,685
Income (loss) before discontinued operations	(14,239,927		)	876,730			6,518,805			(6,844,392		)
Discontinued operations	3,541,614			—			—			3,541,614
Net earnings (loss)	$	(10,698,313	)	$	876,730		$	6,518,805		$	(3,302,778	)
Loss per Share — Basic and Diluted:
Net loss before discontinued operations	$	(0.59	)	$	0.03		$	0.27		$	(0.29	)
Discontinued operations, net	0.15			—			—			0.15
Net loss	$             (0.44		)	$	0.03		$	0.27		$	(0.14	)
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			Previously Reported Dispositions			November 8th Disposition Pro Forma Adjustments			Pro Forma
Real Estate Operating Revenue:
Rental revenues	$	14,548,386		$	(8,155,592	)	$	(2,596,585	)(f)	$	3,796,209
Real Estate Operating Expenses:
Property operating expenses—
Operating expenses	4,254,952			(2,455,075		)	(939,218		)(f)	860,659
Real estate taxes	1,812,772			(982,211		)	(278,796		)(f)	551,765
General and administrative expenses	2,084,652			—			—			2,084,652
Interest expense	3,533,086			(1,622,089		)	(872,574		)(f)	1,038,423
Depreciation and amortization expenses	5,265,388			(2,896,120		)	(1,153,514		)(f)	1,215,754
Strategic alternative and liquidation expenses	249,435			—			—			249,435
Total operating expenses	17,200,285			(7,955,495		)	(3,244,102		)	6,000,688
Income (loss) from continuing operations	(2,651,899		)	(200,097		)	647,517			(2,204,479		)
Other income:
Interest income	129,747			—			—			129,747
Total other income	129,747			—			—			129,747
Income (loss) before discontinued operations	(2,522,152		)	(200,097		)	647,517			(2,074,732		)
Discontinued operations	15,046,598			—			—			15,046,598
Net earnings (loss)	$	12,524,446		$	(200,097	)	$	647,517		$	12,971,866
Earnings per Share — Basic and Diluted:
Net loss before discontinued operations	$	(0.10	)	$	(0.01	)	$	0.03		$	(0.08	)
Discontinued operations, net	0.62			—			—			0.62
Net earnings	$             0.52			$	(0.01	)	$	0.03		$	0.54
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 for the November 8th Disposition as of September 30, 2006.

(b)To eliminate the contractual obligation for prepayment penalties related to the November 8th Disposition as of September 30, 2006.

(c)Represents the proceeds from the disposition:

Sales proceeds	$	46,015,000
Closing costs	(1,957,202		)
Release of mortgage escrows	1,419,337
Repayment of mortgage	(27,876,664		)
Cash received at closing	$	17,600,471

(d)To eliminate the change in estimated net assets in liquidation of the November 8th Disposition as of September 30, 2006.

(e)To eliminate the excess of revenues over expenses of the November 8th Disposition for the period June 1, 2006 to September 30, 2006.

(f)To eliminate the results of operations and impairment of investment in real estate for the November 8th Disposition 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 properties.

(g)To eliminate the estimated net liability for costs for the October dispositions and the November 8th Disposition as of September 30, 2006.

F-5

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 8, 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 SALES OF SHERIDAN CENTER AND THE KELLOGG
BUILDING IN DENVER AND ARROWHEAD FOUNTAINS IN PHOENIX

DENVER, CO, November 8, 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 Sheridan Center and Kellogg office buildings in Denver, Colorado and its Arrowhead Fountains office building in Phoenix, Arizona 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).  Sheridan Center, a 140,290 square-foot office property that is 80% occupied, was sold for $10,715,000, or approximately $76 per square foot.  The Kellogg Building, a 111,741 square-foot office property that is 100% occupied, was sold for $16,800,000, or approximately $150 per square foot.  Arrowhead Fountains, a 96,203 square-foot office property that is 96% occupied, was sold for $18,500,000, or approximately $192 per square foot.  The estimated cash proceeds of approximately $18 million, after payoff of the mortgage encumbering the three properties, closing costs and adjustments, will be accumulated with other proceeds and made available, subject to the expenses and other costs of AmeriVest, for distribution to shareholders under the plan of liquidation approved by AmeriVest shareholders.  The Company did not incur the $3.5 million prepayment penalty that had been reserved at September 30, 2006.  Detailed information regarding the proceeds of this sale is included at the end of this press release.  This is the seventh closing under the July 17, 2006 purchase and sale agreement with Koll/PER.  A final closing is anticipated to be scheduled as loan assumption approval is received from AmeriVest’s mortgage lender and other traditional closing activities are completed for the remaining portfolio loan, which includes the three remaining properties in the AmeriVest portfolio.

The Board of Directors of AmeriVest has previously announced a $3.50 per share initial liquidating distribution payable on November 16, 2006 to shareholders of record as of November 10, 2006, but has not yet established any dates for the payment of subsequent 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 4.3 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.  Its 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.  Its 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

	Sheridan Center,			Previous			Total Sales to
	Kellogg Building,			Sales to			Koll/PER
	Arrowhead Fountains			Koll/PER			to date
Markets	Denver, Phoenix
RSF	348,234			907,314			1,255,548
Occupancy:    % leased	91		%
Closing date	11/8/2006
Contract purchase price	$	46,015,000		$	158,250,000		$	204,265,000
Price per square foot	$	132.14		$	174.42		$	162.69
Closing Costs and Adjustments
Contract purchase price	$	46,015,000		$	158,250,000		$	204,265,000		100	%
Sales Expenses
Commissions	(345,113		)	(1,321,688		)	(1,666,801		)	-0.8	%
Filing, title and other fees	(1,940		)	(7,935		)	(9,875		)	0.0	%
Title insurance	(33,328		)	(365,647		)	(398,975		)	-0.2	%
Total sales expenses	(380,381		)	(1,695,270		)	(2,075,651		)	-1.0	%
Closing Prorations
Rent prorations	(340,524		)	(632,934		)	(973,458		)	-0.5	%
Accrued interest	(45,842		)	(220,654		)	(266,496		)	-0.1	%
Transfer of security deposits	(284,981		)	(743,131		)	(1,028,112		)	-0.5	%
Property taxes payable	(428,961		)	(1,639,528		)	(2,068,489		)	-1.0	%
Other prorations	(69,878		)	(300,212		)	(370,090		)	-0.2	%
Capital repair credit	(323,100		)	(278,750		)	(601,850		)	-0.3	%
Transfer of tenant improvements/leasing commissions	(83,535		)	(1,255,909		)	(1,339,444		)	-0.7	%
Total prorations	(1,576,821		)	(5,071,118		)	(6,647,939		)	-3.3	%
Total adjustments to sale price	(1,957,202		)	(6,766,388		)	(8,723,590		)	-4.3	%
Net proceeds to seller	44,057,798			151,483,612			195,541,410			95.7	%
Mortgage payoff/assumption	(27,876,664		)	(60,921,806		)	(88,798,470		)	-43.5	%
Release of net escrow balance to seller	1,419,337			1,442,437			2,861,774			1.4	%
Net cash retained by seller (1)	$	17,600,471		$	92,004,243		$	109,604,714		53.6	%

(1)A distribution of approximately $84.4 million will be paid on November 16, 2006.