-----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, L8+Nlo22JtYAvHQ876btsg67BQFZun4fASzX4c5z25PbwPlZe8tcW7nG/T4MT1cg a6GJ0siEUWKjYR4UKlyYwg== 0000950136-06-006029.txt : 20060727 0000950136-06-006029.hdr.sgml : 20060727 20060726175358 ACCESSION NUMBER: 0000950136-06-006029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060726 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-32567 FILM NUMBER: 06982494 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUTNICK HOWARD W CENTRAL INDEX KEY: 0001250975 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ESPEED INC STREET 2: 135 EAST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 938 5000 SC 13G 1 file1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. ) *

Wilshire Enterprises, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

971889100

(CUSIP Number)

July 6, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


		Rule 13d-1(b)


		Rule 13d-1(c)


		Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be ‘‘filed’’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (‘‘Act’’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 971889100	13G	Page 2 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Cantor Fitzgerald Europe


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 3 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CF&Co, LLC (I.R.S. Identification No. 13-4143262)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 4 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CF&Co Holdings, L.P. (I.R.S. Identification No. 13-4143258)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 5 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CFCO Holdings, LLC (I.R.S. Identification No. 13-3680189)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 6 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Cantor Fitzgerald, L.P. (I.R.S. Identification No. 13-3680189)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 7 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CF Group Management, Inc. (I.R.S. Identification No. 13-3679422)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*


CUSIP No. 971889100	13G	Page 8 of 14


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Howard W. Lutnick


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0
	6	SHARED VOTING POWER
		301,800
	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		301,800


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

301,800


10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%


12	TYPE OF REPORTING PERSON*

Page 9 of 14


Item 1.	(a)	Name of Issuer:

Wilshire Enterprises, Inc.


	(b)	Address of Issuer’s Principal Executive Offices:

1 Gateway Center

Newark, New Jersey 07102


Item 2.	(a)	Name of Person Filing:

This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by (i) Cantor Fitzgerald Europe (‘‘CFE’’), a private unlimited company organized under the laws of England and the record owner of the shares, (ii) CF&Co, LLC (‘‘CFCOLLC’’), a Delaware limited liability company and the managing member of CFE, (iii) CF&Co Holdings, L.P. (‘‘CFCOHLP’’), a Delaware limited partnership and the sole and managing member of CFCOLLC, (iv) CFCO Holdings, LLC (‘‘CFCOH’’), a Delaware limited liability company and the managing general partner of CFCOHLP, (v) Cantor Fitzgerald, L.P. (‘‘CFLP’’), a Delaware limited partnership and the sole and managing member of CFCOH, (vi) CF Group Management, Inc. (‘‘CFGM’’), a New York corporation and the managing general partner of CFLP, and (vii) Howard W. Lutnick, a citizen of the United States and the sole shareholder of CFGM (sometimes collectively referred to as the ‘‘Reporting Persons’’).


	(b)	Address of Principal Business Office or, if None, Residence:

The Principal Business Office for CFE is One America Square, London EC3N 2LS, United Kingdom. The Principal Business Office for each of CFCOLLC, CFCOHLP, CFCOH, CFLP, CFGM and Howard W. Lutnick is 110 East 59th Street, New York, New York 10022.


	(c)	Citizenship: See Item 2(a).


	(d)	Title of Class of Securities: Common Stock, par value $1.00 per share.


	(e)	CUSIP Number: 971889100.


Item 3.	If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:


	(a)		Broker or dealer registered under Section 15 of the Exchange Act;


	(b)		Bank as defined in Section 3(a) (6) of the Exchange Act;


	(c)		Insurance company as defined in Section 3(a) (19) of the Exchange Act;


	(d)		Investment company registered under Section 8 of the Investment Company Act;


	(e)		An investment adviser in accordance with Rule 13-d-1(b) (1) (ii) (E);


	(f)		An Employee benefit plan or endowment fund in accordance with Rule 13-d-1(b) (1) (ii) (F);


	(g)		A parent holding company or control person in accordance with Rule 13-d-1(b) (1) (ii) (G);


	(h)		A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;


	(i)		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;


	(j)		Group, in accordance with Rule 13-d-1(b) (1) (ii) (J).


Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Page 10 of 14

As to each of the Reporting Persons:


	(a)	Amount Beneficially Owned: The beneficial ownership of each of the Reporting Persons reached a high of 401,000 shares, representing 5.1% of the outstanding shares of Common Stock of Wilshire Enterprises, Inc., on July 6, 2006, and ceased to be more than 5% of the outstanding Common Stock on July 14, 2006. Currently, each of the Reporting Persons beneficially owns 301,800 shares.


	(b)	Percent of Class: 3.8%.


	(c)	Number of shares as to which such person has:


	(i)	sole power to vote or to direct the vote: 0.


	(ii)	shared power to vote or to direct the vote: 301,800.


	(iii)	sole power to dispose or to direct the disposition of: 0.


	(iv)	shared power to dispose or to direct the disposition of: 301,800.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1).


Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Instruction. Dissolution of a group requires a response to this item.


Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not Applicable.


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not Applicable.


Item 8.	Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Not Applicable.

Page 11 of 14


Item 9.	Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 12 of 14

SIGNATURE

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.

CANTOR FITZGERALD EUROPE

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Director
Date:  July 26, 2006

CF&CO, LLC

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CF&CO HOLDINGS, L.P.

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CFCO HOLDINGS, LLC

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CANTOR FITZGERALD, L.P.

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CF GROUP MANAGEMENT, INC.

By: /s/ Howard W. Lutnick

Name:  Howard W. Lutnick
Title:  President
Date:  July 26, 2006

By: /s/ Howard W. Lutnick

Name: Howard W. Lutnick
Date: July 26, 2006

[Signature Page to Schedule 13G dated July 26, 2006]

Page 13 of 14

Exhibit 1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT, dated as of the 26 day of July 2006, among Cantor Fitzgerald Europe, CF&Co, LLC, CF&Co Holdings, L.P., CFCO Holdings, LLC, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the ‘‘Joint Filers’’).

Whereas, pursuant to Rule 13d-1(k) under Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), the parties hereto desire to satisfy any filing obligations under Section 13(d) of the Exchange Act by a single joint filing:

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree and represent as follows:


	1.	Schedule 13G with respect to the Common Stock of Wilshire Enterprises, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Joint Filers.


	2.	Each of the Joint Filers is eligible to use Schedule 13G for the filing of information therein contained.


	3.	Each of the Joint Filers is responsible for the timely filing of Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of the date first above written.

CANTOR FITZGERALD EUROPE

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Director
Date:  July 26, 2006

CF&CO, LLC

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CF&CO HOLDINGS, L.P.

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

Page 14 of 14

CFCO HOLDINGS, LLC

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CANTOR FITZGERALD, L.P.

By: /s/ Stephen Merkel

Name:  Stephen Merkel
Title:  Executive Managing Director,
                General Counsel and Secretary
Date:  July 26, 2006

CF GROUP MANAGEMENT, INC.

By: /s/ Howard W. Lutnick

Name:  Howard W. Lutnick
Title:  President
Date:  July 26, 2006

By: /s/ Howard W. Lutnick

Name: Howard W. Lutnick
Date: July 26, 2006

[Signature Page to Joint Filing Agreement for Schedule 13G dated July 26, 2006]

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