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
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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
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Andrew R. Jones, Individually