-----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, CocOXPIFdklDTraAaT6S8eJ2mgTnJsC6h0jHS+PW+PgJQ/QMh9+03Le0wNnpGwU8 CsT1FJUk/p/Fhpx9NTC/xw== 0001067621-09-000026.txt : 20090219 0001067621-09-000026.hdr.sgml : 20090219 20090219133129 ACCESSION NUMBER: 0001067621-09-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090219 DATE AS OF CHANGE: 20090219 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: 09620924 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 2/19/09 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 1,471,893 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,471,893 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,471,893 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 18.57% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ The following constitutes Amendment No. 16 to the Schedule 13D filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on August 17, 2006. This Amendment No. 16 amends and supersedes that Schedule 13D as specifically set forth. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION Letter faxed to the CEO of Wilshire Enterprises. 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 1,471,893 shares of WOC or 18.57% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) Since the last filing on 1/26/09 the following shares were bought: Date Shares Price 2/18/09 175,269 $1.15 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. 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: 2/19/09 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 February 19, 2009 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: We noticed that you have been purchasing shares of Wilshire at around $1.00 per share. In addition, there are rumors that you or a party with whom you may be directly or indirectly connected is seeking to buy blocks of shares with the proxies. As you know, we believe Wilshire is worth significantly more than its current stock price. Therefore, we think it is fair to allow all shareholders to sell their shares, if they so desire, at a significant premium to the current price. To that end, we propose that we (and our affiliates) conduct a tender offer for shares of Wilshire at $2 per share or a premium of approximately 100% above current levels. In order to conduct a tender offer, we need to have the poison pill waived. Please advise us immediately if you will waive the poison pill so that we may conduct a tender offer to purchase shares of Wilshire at $2 per share. The only contingency we would impose is that there be no material deterioration in Wilshires financial condition prior to the closing of the tender offer. You may not be aware that you have a conflict of interest because it is unlikely that you will be able to acquire any more shares at the current price level once shareholders know that they can tender their shares to us at $2 per share. Nevertheless, we believe you have a duty to waive the poison pill. In any event, you might wish to advise the market of this information so that they can make an informed decision prior to buying or selling shares of Wilshire. Thank you. Very truly yours, Andrew Dakos Managing Member Full Value Advisors LLC -----END PRIVACY-ENHANCED MESSAGE-----