-----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, EX1k4xJROCHbPeVBzQam/ofcyr4OcntGi1Ush9Fgo+nTdwlmbAdM5v3FYqfUh8r2 HH+lvymfI7POG73Q+CyueQ== 0001067621-08-000061.txt : 20081209 0001067621-08-000061.hdr.sgml : 20081209 20081209160228 ACCESSION NUMBER: 0001067621-08-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081209 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE ENTERPRISES INC CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32567 FILM NUMBER: 081238508 BUSINESS ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE OIL CO OF TEXAS DATE OF NAME CHANGE: 19920703 SC 13D/A 1 wocthirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 12/09/08 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 1,234,724 8. SHARED VOTING POWER 499,732 9. SOLE DISPOSITIVE POWER 1,734,456 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,734,456 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 21.88% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ The following constitutes Amendment No. 10 to the Schedule 13D filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on August 17, 2006. This Amendment No.9 amends and supersedes that Schedule 13D as specifically set forth. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION A member of the group sent the attached letter to the issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 10Q filed on 11/14/2008 there were 7,926,248 shares of common stock outstanding as of Nov 14, 2008. The percentage set forth in item 5 was derived using such number. Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 1,734,456 shares of WOC or 21.88% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Letter to the CEO of Wilshire Enterprises, Inc. 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: 12/9/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Full Value Partners L.P. Park 80 West, Plaza Two, Suite 750 Saddle Brook, NJ 07663 Phone (201) 556-0092 Fax (201) 556-0097 December 9, 2008 Sherry Wilzig Izak Chairman of the Board and Chief Executive Officer Wilshire Enterprises, Inc. 1 Gateway Center 11 43 Raymond Plaza West 10th Floor Newark, NJ 07102 Dear Ms. Wilzig Izak: Since Wilshires stock price has collapsed and the proposed merger with NWJ has been terminated, one would expect the boards first order of business would be to hold an annual shareholder meeting to elect directors to determine and implement a plan for maximizing Wilshires value rather than to (1) adopt a new poison pill of dubious legality, (2) hire someone as Chief Operating Officer who has expectations about transforming Wilshire into a significant industry player at the same time as he is pursuing a lawsuit against a former employer who has called him a a disgruntled employee fired for cause, and (3) institute wasteful litigation. It is too late to hold an annual shareholder meeting in 2008. This does not, however, excuse the companys legal obligation to hold an annual meeting to elect directors. Therefore, a combined 2008 and 2009 annual shareholder meeting should be held as soon as possible to save money at which two classes of directors will be elected. Please advise us by December 12, 2008 whether the board will (1) hold an annual meeting as soon as possible and (2) whether two classes of directors will be elected at the meeting. If the board does not agree to hold an annual shareholder meeting to elect directors by Friday, December 12, 2008 we intend to file a petition pursuant to section 211(c) of the Delaware General Corporation Law in the Delaware Court of Chancery to ask the Court to summarily order Wilshire to hold an annual shareholder meeting to elect directors. Very truly yours, Andrew Dakos Managing Member Full Value Advisors LLC -----END PRIVACY-ENHANCED MESSAGE-----