-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WlzgiOd87eaWDUvtEY/IkxLo1NqPtiR1zOWn80+6g6SKAQHvFuJPKGbo2QCWJ+TJ fwMns+IzOtFMVto4M2CSeg== 0000911420-05-000383.txt : 20050916 0000911420-05-000383.hdr.sgml : 20050916 20050916125650 ACCESSION NUMBER: 0000911420-05-000383 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 GROUP MEMBERS: ANDREW R. JONES GROUP MEMBERS: CIRCLE T EXPLORER MASTER LIMITED GROUP MEMBERS: NORTH STAR PARTNERS II, L.P. GROUP MEMBERS: NORTH STAR PARTNERS, L.P. GROUP MEMBERS: NS ADVISORS, LLC GROUP MEMBERS: NS OFFSHORE, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIVEST PROPERTIES INC CENTRAL INDEX KEY: 0000927102 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841240264 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53847 FILM NUMBER: 051088389 BUSINESS ADDRESS: STREET 1: 1780 S BELLAIRE ST STREET 2: SUITE 515 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3032971800 MAIL ADDRESS: STREET 1: 1780 S. BELLAIRE ST. STREET 2: SUITE 515 CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH STAR PARTNERS LP CENTRAL INDEX KEY: 0001007258 IRS NUMBER: 133863788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 WILTON ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032279898 SC 13D 1 d1119156.txt RULE 13D-101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AmeriVest Properties Inc. ------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ---------------------------------------- (Title of Class of Securities) 03071L101 --------- (CUSIP Number of Class of Securities) North Star Partners, L.P. 274 Riverside Avenue Westport, CT 06880 Attention: Mr. Andrew R. Jones ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Shahe Sinanian, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 (212) 801-9200 September 12, 2005 ------------------ (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 if filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] (continued on following pages) Page 1 of 14 CUSIP No. 03071L101 13D Page 2 of 14 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS North Star Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3863788 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 532,625 shares (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 532,625 shares (See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,625 shares (See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 14 CUSIP No. 03071L101 13D Page 3 of 14 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS North Star Partners II, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 61-1467034 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 525,894 shares (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 525,894 shares (See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,894 shares (See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 14 CUSIP No. 03071L101 13D Page 4 of 13 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS NS Offshore, Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 114,643 shares (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 114,643 shares (See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,643 shares (See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 14 CUSIP No. 03071L101 13D Page 5 of 14 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS Circle T Explorer Master Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 02-0744122 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 39,650 shares (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 39,650 shares (See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,650 shares (See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 14 CUSIP No. 03071L101 13D Page 6 of 14 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS NS Advisors, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 03-0439233 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,212,812 shares(1) (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,212,812 shares(1)(See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,212,812 shares(1)(See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO (Limited Liability Company) ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) NS Advisors, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by North Star Partners, L.P., North Star Partners II, L.P., NS Offshore, Ltd. and Circle T Explorer Master Limited by virtue of its position as general partner of each of North Star Partners, L.P. and North Star Partners II, L.P., Portfolio Manager of Circle T Explorer Master Limited and as sole manager of NS Offshore, Ltd. Page 6 of 14 CUSIP No. 03071L101 13D Page 7 of 14 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS Andrew R. Jones I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF (SEE ITEM 3) ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATS OF AMERICA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,212,812 shares(1) (See Item 5) SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY -0- (See Item 5) OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,212,812 shares(1) (See Item 5) PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH -0- (See Item 5) ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,212,812 shares(1) (See Item 5) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% (See Item 5) ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Andrew R. Jones holds an indirect beneficial interest in these shares which are directly beneficially owned by North Star Partners, L.P., North Star Partners II, L.P., NS Offshore, Ltd. and Circle T Explorer Master Limited by virtue of his position as sole manager of NS Advisors, LLC. Page 7 of 14 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to shares of common stock, $0.001 par value per share (the "Common Stock"), of AmeriVest Properties Inc., a Maryland corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1780 South Bellaire Street, Suite 100, Denver, Colorado 80222. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c) and (f). This Schedule 13D is filed by North Star Partners, L.P. ("North Star"), North Star Partners II, L.P. ("North Star II"), NS Offshore, Ltd. ("Offshore"), Circle T Explorer Master Limited ("Explorer"), NS Advisors, LLC ("Advisors", and together with North Star, North Star II, Offshore and Explorer, the "North Star Group"), which are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders), and Mr. Andrew R. Jones, an individual ("Mr. Jones"). Advisors, a Connecticut limited liability company, is the general partner of North Star and North Star II, private investment companies organized as limited partnerships under the laws of the State of Delaware. Advisors is also the Portfolio Manager of Explorer and the sole manager of Offshore. Mr. Jones is the sole managing member of Advisors. Mr. Jones is a citizen of the United States of America. The business address of Mr. Jones and each of the entities in the North Star Group (except for Explorer) is 274 Riverside Avenue, Westport, Connecticut 06880. The business address for Explorer is c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda. (d) and (e). During the last five years, neither Mr. Jones, nor any of the entities comprising the North Star Group has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Each of the entities comprising the North Star Group made its most recent purchases of shares of Common Stock, separately from each other, for the consideration shown in the following table: Name Date of Purchase Number of Shares Consideration Paid North Star* September 12, 2005 15,891 $63,343.12 North Star II* September 12, 2005 15,688 $62,533.94 Offshore* September 12, 2005 3,421 $13,636.45 Explorer* September 8, 2005 20,000 $79,750.00 * Advisors and Mr. Jones each has an indirect beneficial ownership interest in these shares of Common Stock. Such shares of Common Stock were paid for from the working capital of each entity in the North Star Group who directly beneficially owns Common Stock. Other than Advisors, which manages the North Star Group, each entity in the North Star Group maintains a separate investment fund, consisting of Page 8 of 14 capital contributions from its respective partners and investors and capital appreciation derived therefrom for the principal purpose of buying and selling securities (including financial and money market instruments) and interests in domestic and foreign securities, including, without limitation, convertible securities, stock index futures contracts, options, puts and calls on stock and warrants. ITEM 4. PURPOSES OF TRANSACTION. The members of the North Star Group acquired the shares of Common Stock reported in Item 5 below for investment purposes, with no intention of changing or influencing control of the Issuer or as a participant in any transaction having that purpose or effect. They intend to monitor the Issuer's financial condition, business, operations and prospects, the market price for the shares of Common Stock, conditions in the securities markets generally, general economic conditions, conditions affecting the Issuer's operations and evaluate the responses of its management to the needs of the holders of the Common Stock. The North Star Group applauds management's recent announcement of their intention to sell five of the Issuer's seventeen real estate holdings as an important first step in surfacing the value that exists in the company. The North Star Group believes that the company is too small to operate efficiently and that the best route to maximizing shareholder value would be to pursue additional transactions to sell the Issuer's remaining real estate holdings. The North Star Group reserves the right to change its plans and intentions at any time as it deems appropriate. In particular, the North Star Group may purchase shares of Common Stock, or may sell or otherwise dispose of all or a portion of the shares of Common Stock, in public and private transactions and/or may enter into negotiated derivative transactions to hedge the market risk of some or all positions in, or to obtain greater exposure to, the shares of the Common Stock. Any such transactions may be effected at any time or from time to time, subject to any applicable limitations imposed on the sale of shares of the Common Stock by the Securities Act of 1933, as amended, the Exchange Act and applicable state securities or "blue sky" laws. Depending on factors deemed relevant by the North Star Group, including but not limited to changes in the Issuer's business, governance or financial situation, the North Star Group reserves the right to formulate other plans and/or make proposals, and take such actions with respect to its investment in the Issuer, including any or all of the actions set forth in this response to Item 4 and any other actions as the North Star Group, or any of them, may determine. Except as set forth above, no member of the North Star Group has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of this Schedule 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) - (c) As of September 16, 2005, the North Star Group beneficially owned in the aggregate, 1,212,812 shares of Common Stock, constituting approximately 5.0% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 24,062,600 shares outstanding on July 31, 2005, as set forth in the Issuer's most recent report on Form 10-Q for the quarter ended June 30, 2005 filed with the Commission on August 5, 2005). The following table sets forth certain information with respect to shares of Common Stock beneficially owned directly by the North Star Group members listed: NAME NUMBER OF APPROXIMATE ---- SHARES PERCENTAGE OF --------- OUTSTANDING SHARES ------------------ North Star* 532,625 2.2% North Star II* 525,894 2.2% Offshore* 114,643 0.5% Page 9 of 14 Explorer* 39,650 0.2% * Advisors and Mr. Jones each has an indirect beneficial ownership interest in these shares of Common Stock. Advisors is the sole general partner of North Star and North Star II and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that North Star and North Star II beneficially own. Advisors, as the sole general partner of North Star and North Star II, has the sole power to direct the voting and disposition of the shares of Common Stock that North Star and North Star II beneficially own. Advisors is the sole manager and Portfolio Manager, respectively, of Offshore and Explorer and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Offshore and Highlander beneficially own. Advisors, as the sole manager and Portfolio Manager, respectively, of Offshore and Explorer, has the sole power to direct the voting and disposition of the shares of Common Stock that Offshore and Explorer beneficially own. Mr. Jones is the sole manager of Advisors and, accordingly, Mr. Jones may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the shares of Common Stock that Advisors may be deemed to beneficially own. Mr. Jones, as sole manager of Advisors, has the sole power to direct the voting and disposition of the shares of Common Stock that Advisors may be deemed to beneficially own. Beneficial ownership of shares of Common Stock shown on the cover pages of and set forth elsewhere in this 13D for each of the members of the North Star Group assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the North Star Group were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 1,212,812 shares of Common Stock, constituting approximately 5.0 % of the outstanding shares of Common Stock (the percentage of shares owned being based upon 24,062,600 shares outstanding on July 31, 2005, as set forth in the Issuer's most recent report on Form 10-Q for the quarter ended June 30, 2005 filed with the Commission on August 5, 2005). The filing of this Schedule 13D and the inclusion of information herein with respect to Mr. Jones, shall not be considered an admission that Mr. Jones, for the purpose of Section 13(d) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. To the knowledge of the North Star Group, except as described herein, none of the North Star Group, any person in control (ultimately or otherwise) of the North Star Group, any general partner, executive officer or director thereof, as applicable, beneficially owns any shares of Common Stock, and except as set forth in the table below, there have been no transactions in shares of Common Stock effected during the past 60 days by the North Star Group, any person in control of the North Star Group (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable; provided, however, certain investment banking affiliates of the North Star Group may beneficially own shares of Common Stock, including shares that may be held in discretionary or advisory accounts with the North Star Group; and the North Star Group, directly or in connection with such discretionary or advisory accounts, may acquire, hold, vote or dispose of Common Stock, including transactions that may have occurred in the past 60 days. Page 10 of 14 The North Star Group has made purchases of shares of Common Stock during the past 60 days as follows:
Name Date Number of Shares Price Per Share - ---- ---- ---------------- --------------- North Star July 13, 2005 11,270 $4.356 North Star July 13, 2005 32,704 $4.363 North Star July 14, 2005 31,135 $4.483 North Star July 15, 2005 7,828 $4.480 North Star July 18, 2005 24,681 $4.478 North Star July 19, 2005 8,656 $4.474 North Star July 20, 2005 35,783 $4.485 North Star July 21, 2005 2,000 $4.543 North Star July 29, 2005 5,000 $4.738 North Star July 29, 2005 51,163 $4.735 North Star August 1, 2005 3,399 $4.739 North Star August 3, 2005 4,532 $4.738 North Star August 8, 2005 36,253 $4.029 North Star August 9, 2005 25,730 $4.025 North Star August 11, 2005 9,064 $4.034 North Star August 12, 2005 17,812 $4.024 North Star August 15, 2005 5,892 $3.993 North Star August 16, 2005 12,679 $3.960 North Star September 1, 2005 61,637 $4.048 North Star September 2, 2005 20,533 $3.922 North Star September 6, 2005 12,137 $3.921 North Star September 7, 2005 45,998 $4.017 North Star September 8, 2005 14,756 $4.024 North Star September 9, 2005 20,431 $4.017 North Star September 12, 2005 15,891 $4.022 North Star II July 13, 2005 10,780 $4.356 Page 11 of 14 Name Date Number of Shares Price Per Share - ---- ---- ---------------- --------------- North Star II July 13, 2005 31,222 $4.363 North Star II July 14, 2005 29,730 $4.483 North Star II July 15, 2005 7,479 $4.480 North Star II July 18, 2005 23,579 $4.478 North Star II July 19, 2005 8,271 $4.474 North Star II July 20, 2005 21,917 $4.486 North Star II July 20, 2005 14,261 $4.489 North Star II July 29, 2005 53,651 $4.735 North Star II August 1, 2005 3,366 $4.739 North Star II August 3, 2005 4,488 $4.738 North Star II August 8, 2005 35,907 $4.029 North Star II August 8, 2005 7,840 $4.031 North Star II August 9, 2005 25,484 $4.025 North Star II August 11, 2005 8,976 $4.034 North Star II August 12, 2005 17,637 $4.024 North Star II August 15, 2005 5,834 $3.993 North Star II August 16, 2005 12,603 $3.960 North Star II September 1, 2005 60,988 $4.048 North Star II September 2, 2005 19,856 $3.922 North Star II September 6, 2005 11,939 $3.921 North Star II September 7, 2005 44,710 $4.017 North Star II September 8, 2005 14,567 $4.024 North Star II September 9, 2005 20,170 $4.017 North Star II September 12, 2005 15,688 $4.022 Offshore July 13, 2005 2,450 $4.356 Offshore July 13, 2005 7,074 $4.365 Offshore July 14, 2005 6,735 $4.485 Page 12 of 14 Name Date Number of Shares Price Per Share - ---- ---- ---------------- --------------- Offshore July 15, 2005 1,693 $4.487 Offshore July 18, 2005 5,340 $4.480 Offshore July 19, 2005 1,873 $4.480 Offshore July 20, 2005 7,739 $4.490 Offshore July 29, 2005 12,148 $4.736 Offshore August 1, 2005 735 $4.755 Offshore August 3, 2005 980 $4.750 Offshore August 9, 2005 13,786 $4.025 Offshore August 11, 2005 1,960 $4.040 Offshore August 12, 2005 3,851 $4.027 Offshore August 15, 2005 1,274 $4.002 Offshore August 16, 2005 2,718 $3.965 Offshore August 31, 2005 1,700 $3.844 Offshore September 1, 2005 12,375 $4.049 Offshore September 2, 2005 4,111 $3.925 Offshore September 6, 2005 2,424 $3.926 Offshore September 7, 2005 9,292 $4.018 Offshore September 8, 2005 3,177 $4.027 Offshore September 9, 2005 4,399 $4.019 Offshore September 12, 2005 3,421 $4.025 Explorer July 18, 2005 1,000 $4.480 Explorer August 8, 2005 1,700 $3.990 Explorer August 11, 2005 290 $4.010 Explorer August 31, 2005 2,060 $3.830 Explorer September 7, 2005 9,300 $3.953 Explorer September 8, 2005 3,300 $4.028 Explorer September 8, 2005 20,000 $4.023
Page 13 of 14 (d) No person, other than each of the members of the North Star Group referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Each of the members of the North Star Group is a party to a Joint Filing Agreement, dated as of September 16, 2005 (the "13D Joint Filing Agreement"), pursuant to which the parties agreed to jointly file this 13D and any and all amendments and supplements thereto with the Commission. The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated in this response to Item 6 in its entirety. Except for the agreement described above, to the best knowledge of the North Star Group, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the North Star Group, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding or proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement, dated as of September 16, 2005, among North Star, North Star II, Offshore, Explorer, Advisors and Mr. Jones. Page 14 of 14 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: September 16, 2005 NORTH STAR PARTNERS, L.P. By: NS Advisors, LLC General Partner By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NORTH STAR PARTNERS II, L.P. By: NS Advisors, LLC General Partner By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NS OFFSHORE, LTD. By: NS Advisors, LLC Sole Manager By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member CIRCLE T EXPLORER MASTER LIMITED By: NS Advisors, LLC Portfolio Manager By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NS ADVISORS, LLC By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member /s/Andrew R. Jones --------------------------------------- Andrew R. Jones, Individually EX-1 2 e1119156.txt AGREEMENT OF JOINT FILING Exhibit 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of common stock, par value $0.001 per share, of AmeriVest Properties Inc., a Maryland corporation. Dated: September 16, 2005 NORTH STAR PARTNERS, L.P. By: NS Advisors, LLC General Partner By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NORTH STAR PARTNERS II, L.P. By: NS Advisors, LLC General Partner By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NS OFFSHORE, LTD. By: NS Advisors, LLC Sole Manager By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member CIRCLE T EXPLORER MASTER LIMITED By: NS Advisors, LLC Portfolio Manager By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member NS ADVISORS, LLC By: /s/Andrew R. Jones -------------------------------- Andrew R. Jones, Managing Member /s/Andrew R. Jones --------------------------------------- Andrew R. Jones, Individually -----END PRIVACY-ENHANCED MESSAGE-----