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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. 6)
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)
November 18, 2003
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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) |_|
--------------------------------------------------------------------------------
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 264,814
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 837,805
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 264,814
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 837,805
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,102,619
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
US
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 587,649
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 837,805
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 587,469
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 837,805
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,425,454
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
--------------------------------------------------------------------------------
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 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)
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 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)
CO
--------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------
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 522,704
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 522,704
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,704
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Sheridan Management 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 166,826
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 166,826
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,826
--------------------------------------------------------------------------------
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)
CO
--------------------------------------------------------------------------------
8
This Amendment No. 6 (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
Investments, LLC and the distribution of securities held by such limited
liability company to its limited partners (including, among others, Sheridan
Management Corp., Alexander S. Hewitt, and a limited partnership of which
William T. Atkins is the general partner) and its manager (Sheridan Development,
LLC) and (ii) the merger of Sheridan Development, LLC with and into Sheridan
Realty Advisors, LLC, and the distribution of securities to certain members who
withdrew from Sheridan Realty Advisors, LLC upon the consummation of the merger.
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 100, 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 100, Denver, CO 80222, Mr. Atkins is
Chairman, CEO, and a director of the Issuer.
(b) Alexander S. Hewitt, a United States citizen, whose business address is
1780 S. Bellaire Street, Suite 100, Denver, CO 80222, Mr. Hewitt is a
Vice President and Secretary of the Issuer.
(c) Sheridan Investments, LLC, a Colorado limited liability company ("SI"),
whose business address is 1780 S. Bellaire Street, Suite 100, Denver, CO
80222. The principal business of SI was real estate investment,
development, and management. Upon its dissolution on November 14, 2003,
SI ceased to own any beneficial interest in Issuer Common Stock.
(d) Sheridan Development, LLC, a Colorado limited liability company ("SD"),
whose business address is 1780 S. Bellaire Street, Suite 100, Denver, CO
80222. The principal business of SD was real estate investment,
development, and management. SD was the manager of SI. Mr. Atkins and
Mr. Hewitt were co-managers of SD. Upon the merger of SD into Sheridan
Realty Advisors, LLC, a Colorado limited liability company ("SRA"),
SD ceased to own any beneficial interest in Issuer Common Stock.
(e) Sheridan Realty Corp., a Delaware corporation ("SRC"), whose business
address is 1780 S. Bellaire Street, Suite 100, 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 and
a Director of SRC and Mr. Hewitt is Executive Vice President and a
Director of SRC.
9
(f) SRA, whose business address is 1780 S. Bellaire Street, Suite 100,
Denver, CO 80222. The principal business of SRA is real estate
investment, development, and management. Mr. Atkins is Co-manager of
SRA and Mr. Hewitt is Vice Chairman and Co-manager of SRA.
(g) Sheridan Management Corp., a Delaware corporation ("SM"), whose business
address is 1780 S. Bellaire St., Suite 100, Denver, CO 80222. The
principal business of SM is real estate investment, development, and
management. Mr. Atkins is the President and a Director and Mr. Hewitt is
the Executive Vice President and a Director of SM.
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 Sheridan Realty
Partners, LP ("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) the appointment of Mr. Hewitt as a co-manager of SRA on March 28, 2003.
10
(j) the exercise of Issuer warrants to acquire Issuer Common Stock by SRA
on March 28, 2003.
(k) the distribution of Issuer Common Stock and Issuer warrants by SRA to
various withdrawing members on March 28, 2003.
(l) the distribution of Issuer warrants by SRA to Mr. Hewitt, a member of
SRA, on March 28, 2003.
(m) the distribution of Issuer Common Stock held by SI to its limited
partners (including SM, Mr. Hewitt, and a limited partnership of which
Mr. Atkins is the general partner) and its manager (SD), upon the
dissolution of SI on November 18, 2003.
(n) the merger of SD with and into SRA, and the distribution of Issuer
Common Stock by SRA to various withdrawing members on November 18,
2003.
(o) 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, 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.
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 and Secretary 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) 40,325 shares of Issuer Common Stock held by him, (B) 248 shares
of Issuer Common Stock held by his minor children, and (c) 224,241
shares of Issuer Common Stock held by a limited partnership of which
Mr. Atkins is the general partner.
11
(b) Mr. Hewitt beneficially owns and has the sole power to vote and dispose
of 587,649 shares of Issuer Common Stock.
(c) Mr. Atkins and Mr. Hewitt are each one of five directors of RRTC which
beneficially owns 72,447 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.
(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.
Mr. Atkins and Mr. Hewitt disclaim beneficial ownership in such
shares.
(e) Mr. Atkins and Mr. Hewitt are each a co-manager of SRA. SRA owns
276,704 shares of Issuer common stock, and warrants that are presently
exercisable to purchase an additional 246,000 shares of Issuer common
stock.
(f) Mr. Atkins is the President and Mr. Hewitt is the Vice President of SM.
SM owns 166,826 shares of Issuer Common Stock.
(g) Mr. Atkins, therefore, has sole voting power and sole investment power
over 264,814 shares of Issuer common stock and shared voting power and
shared investment power over 837,805 shares of common stock,
representing in the aggregate 6.3% of the sum of, pursuant to
Rule 13(d)(I)(i), (A) 17,353,269 outstanding shares of the Issuer and
(B) warrants to acquire 246,000 shares of Issuer Common Stock.
(h) Mr. Hewitt, therefore, has sole voting power and sole investment power
over 587,649 shares of Issuer common stock and shared voting power and
shared investment power over 837,805 shares of common stock,
representing in the aggregate 8.1% of the sum of, pursuant to
Rule 13(d)(I)(i), (A) 17,353,269 outstanding shares of the Issuer and
(B) warrants to acquire 246,000 shares of Issuer Common Stock.
(i) SRC, therefore, has sole voting power and investment power over 75,828
shares of Issuer common stock, representing approximately 0.0% of
17,353,269 outstanding shares of the Issuer.
(j) SRA, therefore, has sole voting and investment power over (A) 522,704
shares of Issuer common stock, representing 3.0% of the sum of,
pursuant to Rule 13d-3(d)(I)(i), (A) 17,353,269 outstanding shares of
the Issuer and (B) warrants to acquire 246,000 shares of Issuer Common
Stock.
12
(m) SM, therefore, has sole voting and investment power over 166,826 shares
of Issuer common stock, representing approximately 0.0% of 17,353,269
outstanding shares of the Issuer.
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 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) Other than these agreements, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons and any
other party with respect to any of the Issuer common stock owned by a
Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are incorporated by reference:
Exhibit 1 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 2 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 3 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 4 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 5 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 6 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 filed with this filing.
Exhibit 99.1 Joint Filing Agreement, dated November 19, 2003.
Exhibit 99.2 Power of Attorney, Sheridan Management Corp., dated
November 19, 2003.
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.
November 20, 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
Corporation, filed December 28, 2000
Power of Attorney for Sheridan Realty
Advisors, LLC, filed August 24, 2001
Power of Attorney for Sheridan Management
Corp., filed as an exhibit to this filing
15