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.
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(Exact name of small business issuer as specified in its charter)
Maryland 1-14462 84-1240264
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(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
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(Address of principal executive offices)
(303) 297-1800
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(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
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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
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D. Scott Ikenberry
Chief Financial Officer