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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERIVEST PROPERTIES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03071L101
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(CUSIP Number)
March 29, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 1745 (03-00) Page 1 of 6 pages
Schedule 13G Page 2 of 6 pages
CUSIP No. 03071L101 Amerivest Properties
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Schoenberg Farms, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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NUMBER OF 5 SOLE VOTING POWER
SHARES 350,000
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 350,000
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PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%
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12 TYPE OF REPORTING PERSON
CO
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Schedule 13G Page 3 of 6 pages
CUSIP No. 03071L101 Amerivest Properties
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Item 1.
(a) Name of Issuer: AMERIVEST PROPERTIES, INC.
(b) Address of Issuer's Principal Executive Offices:
1780 SOUTH BELLAIRE STREET, SUITE 515
DENVER, COLORADO 80222
Item 2.
(a) Name of Persons Filing:
SCHOENBERG FARMS, INC.
(b) Address of Principal Business Office:
7255 N. SHERIDAN
ARVADA, COLORADO 80003
(c) Citizenship: THE FILING PERSON'S CITIZENSHIP OR PLACE OF
ORGANIZATION IS SET FORTH ON THE COVER PAGE AND INCORPORATED BY
REFERENCE HEREIN.
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 03071L101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
ss. 240.13d-1(b)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F).
Schedule 13G Page 4 of 6 pages
CUSIP No. 03071L101 Amerivest Properties
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(g) |_| A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
THE AMOUNT BENEFICIALLY OWNED BY THE FILING PERSON IS SET FORTH
ON THE COVER PAGE AND INCORPORATED BY REFERENCE HEREIN.
(b) Percent of Class:
THE PERCENT OF CLASS BENEFICIALLY OWNED BY THE FILING PERSON IS
SET FORTH ON THE COVER PAGE AND INCORPORATED BY REFERENCE HEREIN.
(c) Number of shares as to which such persons have:
(i) Sole power to vote or to direct the vote:
THE NUMBER OF SHARES AS TO WHICH THE FILING PERSON HAS THE
SOLE POWER TO VOTE OR TO DIRECT THE VOTE IS SET FORTH ON
THE COVER PAGE AND INCORPORATED BY REFERENCE HEREIN.
(ii) Shared power to vote or to direct the vote:
NONE.
(iii) Sole power to dispose or to direct the disposition of:
THE NUMBER OF SHARES AS TO WHICH THE FILING PERSON HAS THE
SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF IS
SET FORTH ON THE COVER PAGE AND INCORPORATED BY REFERENCE
HEREIN.
Schedule 13G Page 5 of 6 pages
CUSIP No. 03071L101 Amerivest Properties
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(iv) Shared power to dispose or to direct the disposition of:
NONE.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
Schedule 13G Page 6 of 6 pages
CUSIP No. 03071L101 Amerivest Properties
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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.
APRIL 5, 2000
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/s/ DEBORAH J. FRIEDMAN
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Signature
DEBORAH J. FRIEDMAN, ATTORNEY-IN-FACT
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Name