UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 1
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
December 8, 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 12
CUSIP No. 03071L101 13D/A Page 2 of 12 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 803,371 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 803,371 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,371 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)
3.3% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 12
CUSIP No. 03071L101 13D/A Page 3 of 12 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 686,901 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 686,901 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
686,901 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)
2.8% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 12
CUSIP No. 03071L101 13D/A Page 4 of 12 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 74,850 shares (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 74,850 shares (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,850 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)
0.3% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 12
CUSIP No. 03071L101 13D/A Page 5 of 12 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 1,565,122 shares(1) (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,565,122 shares(1) (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,122 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)
6.5% (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. 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. and Portfolio Manager of Circle T Explorer Master Limited.
Page 5 of 12
CUSIP No. 03071L101 13D/A Page 6 of 12 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 STATES OF AMERICA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,565,122 shares(1) (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0- (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,565,122 shares(1) (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0- (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,122 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)
6.5% (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. and Circle T Explorer Master Limited by virtue of his position
as sole manager of NS Advisors, LLC.
Page 6 of 12
SCHEDULE 13D/A
INTRODUCTORY NOTE
This statement (this "Statement") amends the Schedule 13D originally
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 Andrew R. Jones
("Jones") on September 12, 2005 (the "Original 13D"). Since the date of filing
of the Original 13D, Offshore has been wound up and dissolved and the shares of
common stock, $.001 par value (the "Common Stock") of AmeriVest Properties Inc.,
a Maryland corporation (the "Issuer"), previously beneficially owned by Offshore
have been transferred to North Star. North Star, North Star II, Advisors, Circle
T and Jones are jointly filing this Statement to remove Offshore from the
Original 13D. Unless specifically amended hereby, the disclosures set forth in
the Original 13D shall remain unchanged.
ITEM 2. IDENTITY AND BACKGROUND
THE RESPONSE TO ITEM 2 OF THE ORIGINAL 13D IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(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"),
Circle T Explorer Master Limited ("Explorer"), NS Advisors, LLC ("Advisors", and
together with North Star, North Star II 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. Explorer is a Bermuda Corporation. 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.
THE RESPONSE TO ITEM 3 OF THE ORIGINAL 13D IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
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:
Page 7 of 12
Name Date of Purchase Number of Shares Consideration Paid
North Star* December 30, 2005 48,374 $200,848.85
North Star II* December 30, 2005 6,126 $25,435.15
Explorer* December 30, 2005 7,500 $31,140.00
* 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 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 RESPONSE TO ITEM 4 OF THE ORIGINAL 13D IS HEREBY AMENDED BY ADDING
THE FOLLOWING PARAGRAPH TO THE END OF SUCH DISCLOSURE:
The North Star Group continues to believe that the Company is too small
to operate efficiently. The recent announcements regarding property sales
strengthens our belief that there is value in the real estate holdings that is
not being reflected in the current share price. The North Star Group strongly
believes that shareholder value would be maximized by putting the remaining
properties up for sale and distributing the sale proceeds to shareholders as
soon as practicable. We urge the board of Trustees to pursue such a plan
immediately.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
THE RESPONSE TO ITEM 5 OF THE ORIGINAL 13D IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(a) - (c) As of January 9, 2006, the North Star Group beneficially
owned in the aggregate, 1,565,122 shares of Common Stock, constituting
approximately 6.5% of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 24,111,000 shares outstanding on October 31, 2005,
as set forth in the Issuer's most recent report on Form 10-Q for the quarter
ended September 30, 2005 filed with the Commission on November 4, 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* 803,371 3.3%
North Star II* 686,901 2.8%
Explorer* 74,850 0.3%
* Advisors and Mr. Jones each has an indirect beneficial ownership
interest in these shares of Common Stock.
Page 8 of 12
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 Portfolio Manager of 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 Explorer beneficially owns. Advisors, as the Portfolio Manager of Explorer,
has the sole power to direct the voting and disposition of the shares of Common
Stock that Explorer beneficially owns.
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) 1,565,122 shares of Common Stock, constituting approximately 6.5 % of the
outstanding shares of Common Stock (the percentage of shares owned being based
upon 24,111,000 shares outstanding on October 31, 2005, as set forth in the
Issuer's most recent report on Form 10-Q for the quarter ended September 30,
2005 filed with the Commission on November 4, 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.
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 November 9, 2005 10,531 $3.99
Page 9 of 12
Name Date Number of Shares Price Per Share
---- ---- ---------------- ---------------
North Star November 10, 2005 8,962 $3.99
North Star November 28, 2005 1,115 $4.00
North Star November 30, 2005 1,249 $4.00
North Star December 1, 2005 2,208 $4.00
North Star December 8, 2005 6,669 $4.00
North Star December 30, 2005 48,374 $4.15
North Star II November 9, 2005 2,469 $3.99
North Star II November 9, 2005 8,200 $3.99
North Star II November 10, 2005 4,080 $3.99
North Star II November 10, 2005 5,000 $4.00
North Star II November 25, 2005 1,200 $4.07
North Star II November 25, 2005 200 $4.14
North Star II November 25, 2005 300 $4.15
North Star II November 25, 2005 5,000 $4.15
North Star II November 25, 2005 4,500 $4.16
North Star II November 25, 2005 4,910 $4.16
North Star II November 28, 2005 1,385 $4.00
North Star II November 30, 2005 1,030 $4.00
North Star II December 1, 2005 2,307 $4.00
North Star II December 8, 2005 6,966 $4.00
North Star II December 30, 2005 50,500 $4.15
Explorer December 30, 2005 7,500 $4.15
In addition to the foregoing, North Star acquired 144,563 shares of
Common Stock from Offshore on January 3, 2006 at an average price per share of
$4.18.
(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.
Page 10 of 12
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
THE RESPONSE TO ITEM 7 OF THE ORIGINAL 13D IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
Exhibit 1 Joint Filing Agreement, dated as of January 9, 2006, among
North Star, North Star II, Explorer, Advisors and Mr. Jones.
Page 11 of 12
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: January 9, 2006 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
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
Page 12 of 12