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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
AmeriVest Properties, Inc.
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(Name of Issuer)
Common Stock, Par Value $.001
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(Title of Class of Securities)
03071L101
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(CUSIP Number)
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William T. Atkins
1780 S. Bellaire Street, Suite 515
Denver, CO 80222
303-297-1800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 28, 2001
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(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 Section
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.
SEC 1746 (03-00)
Schedule 13D
CUSIP No. 03071L101 AMERIVEST PROPERTIES, INC.
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
William T. Atkins
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |x|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7 SOLE VOTING POWER
SHARES 41,673
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,365,901
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 41,673
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,365,901
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,574
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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2
Schedule 13D
CUSIP NO. 03071L101 AMERIVEST PROPERTIES, INC.
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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
1780 S. Bellaire Street, Suite 515, Denver, CO 80222.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is William T. Atkins, a United States citizen,
whose business address is 1780 S. Bellaire Street, Suite 515, Denver, CO 80222.
Mr. Atkins is the President of Sheridan Realty Corp., 1780 S. Bellaire Street,
Suite 515, Denver, CO 80222. The principal business of Sheridan Realty Corp. is
real estate investment, development and management. Mr. Atkins is also Chairman
and CEO 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 transactions covered by this statement include:
(a) the receipt of common stock from Issuer on December 26, 2000, as
consideration in exchange for the purchase of a key man insurance
policy issued with respect to Mr. Atkins to Sheridan Investments,
LLC, a Delaware limited liability company ("SI"). Mr. Atkins is
the co-manager of Sheridan Development, LLC, a Delaware limited
liability company ("SD"), the manager of SI.
(b) the receipt of common stock from Issuer on June 25, 2001, as
consideration in exchange for the interest in an office building
from SI.
(c) the receipt of common stock under the Issuer's dividend
reinvestment plan with respect to some or all of these transactions
and other previously disclosed transactions.
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.
This will be the final amendment Mr. Atkins will file on a separate filing. All
future amendments will be filed as amendments to the group filing made by
William T. Atkins et al.
3
(a) Mr. Atkins beneficially owns and has the sole power to vote and
dispose of (A) 33,469 shares of Issuer common stock held by him,
(B) 204 shares of Issuer common stock held by his minor children,
and (c) options to acquire an additional 12,000 shares of Issuer
common stock (of which options with respect to 8,000 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 87,029 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, 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) Mr. Atkins is one of five directors of and a shareholder in
Sheridan Realty Corporation, a Delaware corporation ("SRC"), that
is the general partner of Sheridan Realty Partners, L.P., a
Delaware limited partnership ("SRP"). SRP owns 205,221 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 is co-manager of SD, the manager of SI. SI owns
1,057,346 shares of Issuer common stock. Neither SD nor SI 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.
(e) Mr. Atkins, therefore, has sole voting power and sole investment
power over 41,673 shares of common stock and shared voting power
and shared investment power over 1,365,901 shares of common stock
(with respect to such shared voting and shared investment power he
disclaims beneficial ownership), representing 32.4% of the sum of,
pursuant to Rule 13d-3(d)(I)(i), (A) 4,329,688 outstanding shares
of the Issuer, (B) options to acquire 8,000 shares of Issuer common
stock.
4
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(a) Mr. Atkins is a business associate of 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 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, SD, SI or any other
party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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.
June 28, 2001
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Date
/s/ DEBORAH J. FRIEDMAN
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Signature
Deborah J. Friedman, Attorney-in-Fact
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Name/Title
Power of Attorney filed September 29, 2000