927102--3/16/2006--AMERIVEST_PROPERTIES

related topics

{investment, property, distribution}

{tax, income, asset}

{interest, director, officer}

{loan, real, estate}

{stock, price, share}

{condition, economic, financial}

{regulation, change, law}

{personnel, key, retain}

{provision, law, control}

{operation, natural, condition}

{loss, insurance, financial}

{capital, credit, financial}

{cost, regulation, environmental}

{debt, indebtedness, cash}

{acquisition, growth, future}

Risks Related to Historical Business Our access to capital may be extremely limited and may affect our ability to execute our business plan. Our decision to actively pursue a plan of liquidation may result in unanticipated costs and distract management. Our variable rate debt subjects us to interest rate risk. We face a competitive market, which could limit our ability to lease our properties or secure attractive investment opportunities. We may not be able to pay dividends to our stockholders regularly and distributions under the Plan may be lower than estimated. Our debt level may have a negative impact on our income and our ability to pay dividends. Some of our buildings are subject to special income tax considerations, which could result in substantial tax liability upon their sale. New developments and acquisitions may fail to perform as we expect. Construction risks could adversely affect our profitability. Real estate investments are inherently risky, which could adversely affect our profitability and our ability to make distributions to our stockholders. Future terrorist attacks in the United States and international hostilities may result in declining economic activity, which could reduce the demand for and the value of our properties. General economic conditions may adversely affect our financial condition, results of operations and potential distributions under the Plan. Unfavorable changes in local market and economic conditions could hurt occupancy or rental rates. We are subject to the credit risk of our tenants, which could result in lease payments not being made and a significant decrease in our revenues. We may be unable to renew leases or re-lease space on a timely basis or on comparable or better terms, which could significantly decrease our revenues. Loss of a significant tenant could lead to a substantial decrease in our cash flow and an impairment of the value of our real estate. Our uninsured and underinsured losses could result in loss of value of our properties. The success of our company depends on the continuing contributions of our key personnel. There is limited liquidity in our real estate investments, which could limit our flexibility. We may suffer environmental liabilities that could result in substantial costs. Non-compliance with the Americans with Disabilities Act could result in compliance costs and fines. The ability of our stockholders to control our policies or effect a change in control of our company is limited, which may not be in our stockholders best interests. There is a limited market for our common stock, which could hinder the ability of our stockholders to sell our shares. We may incur tax liabilities if we fail to qualify as a REIT. We may have to borrow money to make required distributions to our stockholders. Adverse legislative or regulatory tax changes may affect the tax treatment of us or our stockholders. Risks Related to Plan of Liquidation We do not know the exact amount or timing of liquidation distributions. Valuations of our real estate assets are subject to general risks associated with real estate assets and within the real estate industry. We face potential risks with asset sales. Our stockholders could vote against the Plan. If we are unable to satisfy all of our obligations to creditors, or if we have underestimated our future expenses, the amount of liquidation proceeds will be reduced. Stockholders may be liable to our creditors for amounts received from us if our reserves are inadequate. You will not be able to buy or sell our shares of common stock after we file our Articles of Dissolution. Our success depends on key personnel whose continued service is not guaranteed. Our chief executive officer and chief financial officer have conflicts of interest. Liquidation and dissolution may not maximize value for our stockholders. Approval of the Plan may reduce our stock price, increase its volatility and reduce the liquidity of our shares. Approval of the Plan may lead to stockholder litigation which could result in substantial costs and distract management. Approval of the Plan could cause our methodology of accounting to change, which may require us to reduce the net carrying value of our assets.

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927102--3/16/2006--AMERIVEST_PROPERTIES_INC