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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. 3)
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)
--------------------------------------------------------------------------------
William T. Atkins, et al.
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)
December 31, 2002
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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 ss.ss. 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 ss.
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)
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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) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 40,557
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,256,049
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,557
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,256,049
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,606
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Alexander S. Hewitt
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,946
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,431,649
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 87,946
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,431,649
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,519,595
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Investments, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,286,018
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,286,018
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,018
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Development, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,286,018
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,286,018
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,286,018
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
--------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Realty Partners, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Realty Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 75,828
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 75,828
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,828
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
--------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Realty Advisors, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 824,400
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 824,400
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,400
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
8
This Amendment No. 3 (this "Amendment") to the Schedule 13D originally filed,
pursuant to a joint filing statement under Rule 13d-1(k), with the Securities
Exchange Commission (the "SEC") on June 25, 2001, as amended (the "Schedule
13D"), relates to common stock, $0.001 par value per share (the "Common Stock"),
issued by AmeriVest Properties, Inc., a Maryland corporation (the "Issuer") and
is being filed to disclose (i) the dissolution of Sheridan Realty Partners,
L.P., and the distribution of the securities held by such limited partnership to
its creditor (Sheridan Investments, LLC), limited partners (including a
revocable trust with respect to which Alexander S. Hewitt is the sole trustee),
and general partner (Sheridan Realty Corp.), (ii) the present exercisability of
the warrants held by Sheridan Realty Advisors, LLC, (iii) the distribution of
Issuer common stock from a trust to among others, a revocable trust with respect
to which Mr. Hewitt is sole trustee, and (iv) an amendment to the intent of the
filing persons. For convenience of reference, this Amendment amends and restates
the Schedule 13D in its entirety.
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 persons filing this statement (collectively, the "Reporting Persons") are:
(a) William T. Atkins, a United States citizen, whose business address is 1780
S. Bellaire Street, Suite 515, Denver, CO 80222, Mr. Atkins is Chairman
and CEO of the Issuer.
(b) Alexander S. Hewitt, a United States citizen, whose business address is
1780 S. Bellaire Street, Suite 515, Denver, CO 80222, Mr. Hewitt is a Vice
President of the Issuer.
(c) Sheridan Investments, LLC, a Colorado limited liability company ("SI"),
whose business address is 1780 S. Bellaire Street, Suite 515, Denver, CO
80222. The principal business of SI is real estate investment,
development, and management.
(d) Sheridan Development, LLC, a Colorado limited liability company ("SD"),
whose business address is 1780 S. Bellaire Street, Suite 515, Denver, CO
80222. The principal business of SD is real estate investment,
development, and management. SD is the manager of SI. Mr. Atkins and Mr.
Hewitt are co-managers of SD.
(e) Sheridan Realty Partners, L.P., a Delaware limited partnership ("SRP"),
whose business address is 1780 S. Bellaire Street, Suite 515, Denver, CO
80222. The principal business of SRP is real estate investment,
development, and management.
(f) Sheridan Realty Corp., a Delaware corporation ("SRC"), whose business
address is 1780 S. Bellaire Street, Suite 515, Denver, CO 80222. The
principal business of SRC is real estate investment, development, and
management. SRC is the general partner of SRP. Mr. Atkins is President of
SRC and Mr. Hewitt is Executive Vice President of SRC.
(g) Sheridan Realty Advisors, LLC, a Colorado limited liability company
("SRA"), whose business address is 1780 S. Bellaire Street, Suite 515,
Denver, CO 80222. The principal
9
business of SRA is real estate investment, development, and
management. Mr. Atkins is a co-manager of SRA.
During the last five years, no Reporting Person has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(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 Issuer common stock by SI 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.
(b) the receipt of Issuer common stock by SI from Issuer on June 25, 2001,
as consideration in exchange for SI's interest in an office building.
(c) the purchase of Issuer common stock by SI and SRA from Issuer on
August 3, 2001, as part of a public offering by Issuer.
(d) the transfer of Issuer common stock from SRA to various persons on
December 31, 2001, in connection with certain deferred compensation
arrangements.
(e) the purchase of Issuer common stock by SRP from Issuer on September 5,
2002, as consideration in connection with the sale of certain real
estate to the Issuer.
(f) the present exercisability of the Issuer warrants held by SRA, as of
November 2, 2002.
(g) the distribution of Issuer common stock held by a trust on December 30,
2002, with respect to which Rock River Trust Company ("RRTC") was the
trustee, to the trust beneficiaries (including, among others, a
revocable trust with respect to which Mr. Hewitt is sole trustee).
(h) the distribution of Issuer common stock held by SRP to its creditor
(SI), limited partners (including, among others, Mr. Hewitt; various
trusts for which RRTC is trustee; and SRC), and general partner (SRC),
upon the dissolution of SRP on December 31, 2002.
(i) from time to time, the purchase of Issuer common stock by various
Reporting Persons under the Issuer's dividend reinvestment plan.
ITEM 4. PURPOSE OF TRANSACTION.
Subject to and depending upon the availability of prices deemed favorable by any
Reporting Person, such Reporting Person may choose to purchase additional shares
of common stock from time to time in the open market, in privately negotiated
transactions with third parties, by exercising options or warrants, or
otherwise. In addition, depending upon prevailing conditions,
10
such Reporting Person may determine to dispose of shares of common stock held by
them in the open market, in privately negotiated transactions with third
parties, or otherwise.
On December 6, 2002, the Issuer issued a press release stating that SRA had
indicated that it intends to exercise its warrant with respect to 735,000 shares
of Issuer common stock covered by such warrant in the near future but not to
sell such Issuer common stock upon exercise. A copy of the Company's Press
Release is attached as EXHIBIT 99.1 to this Amendment.
As Chairman, CEO, and a director of the Issuer, Mr. Atkins considers plans and
proposals submitted by management with respect to business combinations aimed at
improving the operating efficiencies of the Issuer, acquiring complementary
properties, and/or entering new market regions. These business combinations may
include mergers and acquisitions, asset purchases and sales, as well as
strategic ventures and marketing alliances. Depending on the facts and
circumstances, Mr. Hewitt may also consider such plans or proposals in his
capacity as Vice President of the Issuer. As a director, Mr. Atkins also may,
depending on the facts and circumstances, consider any plans and proposals with
respect to other transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
No Reporting Person has any independent present plans or proposals which relate
to or would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 3 and 4 are incorporated herein by reference.
(a) Mr. Atkins beneficially owns and has the sole power to vote and dispose
of (A) 28,325 shares of Issuer common stock held by him, (B) 232 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 all 12,000 shares of Issuer common stock are
reportable at this time).
(b) Mr. Hewitt beneficially owns and has the sole power to vote and dispose
of 87,401 shares of Issuer common stock and warrants to acquire an
additional 545 shares of Issuer common stock.
(c) Mr. Atkins and Mr. Hewitt are each one of five directors of RRTC which
beneficially owns 69,803 shares of Issuer common stock, as trustee of
various Hewitt family 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.
Neither Mr. Atkins nor Mr. Hewitt vote on any matters before the RRTC
board of directors regarding the acquisition, voting, or disposition
of such stock. Mr. Atkins and Mr. Hewitt disclaim beneficial ownership
in such shares.
11
(d) Mr. Atkins and Mr. Hewitt are each one of four directors of and a
shareholder in SRC. SRC owns 75,828 shares of Issuer common stock.
(e) Mr. Atkins and Mr. Hewitt are each one of four directors of and a
shareholder in SRC, that is the former general partner of SRP. Upon
SRP's dissolution on December 31, 2002, SRP distributed its 259,685
shares of Issuer common stock to its creditor (SI), its limited
partners (including among others, Mr. Hewitt; various trusts for which
RRTC is trustee; and SRC), and its general partner (SRC). Upon such
distribution, SRP ceased to be the beneficial owner of any Issuer
common stock.
(f) Mr. Atkins and Mr. Hewitt are each co-manager of SD, the manager of SI.
SI owns 1,286,018 shares of Issuer common stock.
(g) Mr. Atkins is a co-manager of SRA. SRA owns 89,400 shares of Issuer
common stock, and warrants that are presently exercisable to purchase
an additional 735,000 shares of Issuer common stock.
(h) Mr. Atkins, therefore, has sole voting power and sole investment power
over 40,557 shares of common stock and shared voting power and shared
investment power over 2,256,049 shares of common stock, representing
in the aggregate 21.0% of the sum of, pursuant to Rule 13d-3(d)(I)(i),
(A) 10,980,834 outstanding shares of the Issuer, and (B) options to
acquire 12,000 shares of Issuer common stock.
(i) Mr. Hewitt, therefore, has sole voting power and sole investment power
over 87,946 shares of common stock and shared voting power and shared
investment power over 1,431,649 shares of common stock, representing
in the aggregate 13.8% of the sum of, pursuant to Rule 13d-3(d)(I)(i),
(A) 10,980,834 outstanding shares of the Issuer, and (B) warrants to
acquire 545 shares of Issuer common stock.
(j) SI, therefore, has sole voting power and sole investment power over
1,286,018 shares of common stock, representing 11.7% of 10,980,834
outstanding shares of the Issuer.
(k) SD, therefore, has sole voting power and sole investment power over
1,286,018 shares of common stock, representing 11.7% of 10,980,834
outstanding shares of the Issuer.
(l) SRC, therefore, has sole voting power and investment power over 75,828
shares of common stock, representing approximately 0.0% of 10,980,834
outstanding shares of the Issuer.
(m) SRA, therefore, has sole voting and investment power over 824,400
shares of common stock, representing 7.0% of the sum of, pursuant to
Rule 13d-3(d)(I)(i), (A) 10,980,834 outstanding shares of the Issuer and
(B) warrants to acquire 735,000 shares of Issuer common stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(a) Mr. Atkins and Mr. Hewitt are business associates. 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
12
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) On June 25, 2001, SI entered into a Registration Rights Agreement with
the Issuer in connection with the receipt of Issuer stock in exchange
for SI's interest in an office building.
(c) Other than these agreements, there are no contracts, arrangements,
understandings or relationships between the filing persons and any
other party with respect to any of the Issuer common stock owned by
Mr. Atkins, Mr. Hewitt, RRTC, SI, SD, SRC, SRP, SRA, or any other
party.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are incorporated by reference:
Exhibit 1 Joint Filing Agreement, dated August 24, 2001
(filed August 24, 2001 on Schedule 13D/A by
William T. Atkins et al., Exhibit 99.2).
Exhibit 2 Power of Attorney, William T. Atkins, dated
December 22, 2000 (filed December 28, 2000 on
Schedule 13D/A by William T. Atkins,
Exhibit 99.2).
Exhibit 3 Power of Attorney, Alexander S. Hewitt, dated
December 28, 2000 (filed December 28, 2000 on
Schedule 13D/A by Alexander S. Hewitt,
Exhibit 99.2).
Exhibit 4 Power of Attorney, Sheridan Investments, LLC,
dated June 27, 2001 (filed June 28, 2001 on Schedule
13D/A by William T. Atkins et al., Exhibit 99.1).
Exhibit 5 Power of Attorney, Sheridan Development, LLC,
dated June 27, 2001 (filed June 28, 2001 on Schedule
13D/A by William T. Atkins et al., Exhibit 99.2).
Exhibit 6 Power of Attorney, Sheridan Realty Partners, L.P.,
dated December 22, 2000 (filed December 28, 2000 on
Schedule 13D by Sheridan Realty Partners, L.P.,
Exhibit 99.1).
Exhibit 7 Power of Attorney, Sheridan Realty Corp., dated
December 22, 2000 (filed December 28, 2000 on
Schedule 13D by Sheridan Realty Partners, L.P.,
Exhibit 99.2).
Exhibit 8 Power of Attorney, Sheridan Realty Advisors, LLC,
dated August 24, 2001 (filed August 24, 2001 on
Schedule 13D/A by William T. Atkins et al.,
Exhibit 99.1).
13
The following exhibits are attached hereto:
Exhibit 99.1 Press Release, dated December 6, 2002.
14
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.
JANUARY 27, 2003
------------------------------------------
Date
/s/ DEBORAH J. FRIEDMAN
------------------------------------------
Signature
DEBORAH J. FRIEDMAN, ATTORNEY-IN-FACT
------------------------------------------
Name/Title
Power of Attorney for Mr. Atkins and
Mr. Hewitt, each filed December 28, 2000
Power of Attorney for Sheridan Investments,
LLC and Sheridan Development, LLC, each
filed June 28, 2001
Power of Attorney for Sheridan Realty
Partners, L.P. and Sheridan Realty
Corporation, each filed December 28, 2000
Power of Attorney for Sheridan Realty
Advisors, LLC, filed August 24, 2001
15