SC 13D 1 third.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT NA 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA ____________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,338,400 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.55 14. TYPE OF REPORTING PERSON NA ___________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 322,000 8. SHARED VOTING POWER 20,000 9. SOLE DISPOSITIVE POWER 589,200 __________________________________________________________ 10. SHARED DISPOSITIVE POWER 409,500 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 998,700 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 4.14% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 749,200 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 339,700 __________________________________________________________ 10. SHARED DISPOSITIVE POWER 409,500 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 749,200 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 3.11% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of AmeriVest Properties Inc. ("AMV").The principal executive offices of AMV are located at 1780 South Bellaire Street, Suite 100, Denver, CO 80222. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Invetors, Phillip Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, 43 Waterford Drive, Montville, NJ 07045. Phillip Goldstein is a self-employed investment advisor. He is also President of Kimball and Winthrop, Inc., an investment advisory firm and a Principal of Bulldog Investors. Andrew Dakos is President of Elmhurst Capital,Inc., an investment advisory firm and Managing Member of the general partner of Full Value Partners L.P., an investment fund. Mr. Dakos is also a principal of Bulldog Investors. Bulldog Investors is a group of private investment funds. During the last 5 years none of the reporting persons have been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which they were or are 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. Mr. Phillip Goldstein and Mr. Andrew Dakos are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Mr. Phillip Goldstein and Mr. Dakos have accumulated shares of the Issuer on behalf of accounts that are managed by them. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. ITEM 4. PURPOSE OF TRANSACTION The reporting persons believe that the issuer's shares are significantly undervalued and urge management to promptly maximize shareholder value via a sale, merger, or full liquidation of the company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the 10Q filed on 11/4/2005 there were 24,111,000 shares outstanding as of 10/31/2005. The percentage set forth in this item (5a) was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own a total of 1,338,400 shares or 5.55 % of the outstanding shares. Mr. Phillip Goldstein is deemed to be the beneficial owner of 998,700 shares of AMV or 4.14% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 749,200 shares of AMV or 3.11% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 589,200 shares and jointly with Mr. Dakos for 409,500 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 322,000 shares and jointly for 15,000 shares. Power to dispose of securities resides solely with Mr. Dakos for 339,700 shares and power to vote securities resides solely with Mr. Dakos for 749,200 shares. c. During the last sixty days the following shares of common stock were purchased (there were no sales): Phillip Goldstein 1/30/06 600 @ 4.6 1/27/06 55800 @ 4.59 1/26/06 1100 @ 4.45, 1000 @ 4.46 and 400 @ 4.5 1/25/06 1000 @ 4.48 1/23/06 58800 @ 4.38 12/15/05 13500 @ 4.06 12/14/05 54000 @ 4.08 12/12/05 42400 @ 4.08 12/9/05 53100 @ 4.08 12/8/05 19900 @ 4 12/7/05 80000 @ 4.05 12/2/05 12000 @ 4.08 Andrew Dakos 1/30/2006 900 4.6 1/30/2006 100 4.53 1/27/2006 16000 4.6 1/27/2006 50004.6 12/30/2005 10004.15 12/28/2005 70004.1 12/29/2005 10000 4.144 12/28/2005 40004.13 12/14/2005 3,000.00 4.04 12/14/2005 50004.02 12/13/2005 22000 4.05 12/6/2005 2,000.00 4.06 12/6/2005 5,000.00 4.11 12/6/2005 8,000.00 4.12 12/6/2005 28,700.004.09 12/6/2005 18,000.004.1 12/6/2005 30,500.004.08 12/2/2005 12004.07 12/5/2005 25000 4.0986 d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Joint Filing Agreement 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. Dated: 2/2/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1 (k) (1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and all further amendments filed by them) with respect to the shares of AMV. Dated: 2/2/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos