-----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, HK8au0VDYtmUaP9rnKQsHPmyVliBSixyGhB2snLf2fx9dtfS0r4pxvIzkmB0oB/c Tf1hY+/8mTyJGhI1d5naqQ== 0001067621-09-000013.txt : 20090121 0001067621-09-000013.hdr.sgml : 20090121 20090121142612 ACCESSION NUMBER: 0001067621-09-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090121 DATE AS OF CHANGE: 20090121 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: 09536481 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 1/21/09 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 1,296,524 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,296,524 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,296,524 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.36% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ The following constitutes Amendment No. 14 to the Schedule 13D filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on August 17, 2006. This Amendment No. 14 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 1,296,524 shares of WOC or 16.36% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of WOC were traded: BUYS DATE SHARES PRICE 01/05/2009 3,000 $1.0000 01/06/2009 2,500 $1.0500 01/08/2009 800 $1.0500 01/12/2009 20,600 $1.0429 01/13/2009 35,000 $1.0100 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: 1/21/09 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 January 21, 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: On December 23, 2008 we wrote a letter to you in which we stated: Please tell us immediately (1) the current size of the board and (2) how many directors the company intends to elect at the February 26th meeting. We will adjust our advance notice accordingly including, if necessary, modifying our bylaw proposal respecting the size of the board and providing information about any additional nominees with the goal of achieving the goal of affording shareholders an opportunity to elect a majority of the board at the February 26th meeting. You did not respond to our letter. Therefore, our advance notice letter and our preliminary soliciting material were prepared without the benefit of the requested information. On the afternoon of Friday, January 16, 2009, Wilshire filed its preliminary proxy materials indicating that it intends to designate the meeting scheduled for February 26, 2009 as Wilshires 2008 annual meeting of stockholders. Wilshires bylaws require that [t]he Annual Meeting of the Stockholders of the Corporation shall be held each year and that [d]irectors shall hold office until the third Annual Meeting of Stockholders next succeeding their election . . . . Contrary to Wilshires bylaws, the board did not cause Wilshire to hold the 2008 annual meeting in 2008. However, that does not mean that the 2009 annual meeting is not required to be held in 2009. Since the bylaws specify Wilshire shall hold one and only one annual meeting each year, an annual meeting held in 2009 must be the 2009 Annual Meeting of the Stockholders. (Otherwise the board could unilaterally extend the terms of the Class II directors (who were elected on May 25, 2006) beyond three years by simply not holding the 2009 Annual Meeting of the Stockholders until 2010, 2011 or even later.) Moreover, to the best of our knowledge, there is no provision in Delaware law that allows a corporation to have more than one annual meeting in a calendar year. Since the meeting scheduled for February 26, 2009 must be the 2009 annual meeting, the successors of the directors elected at the 2006 annual meeting must be elected at the February 26th meeting. Therefore, we intend to present the following nominations at the February 26th meeting: Class I: Messrs. Dakos and Hellerman Class II: Directors: Messrs. Goldstein and Das In addition, in light of the circumstances, we are hereby withdrawing our proposal to increase the size of the board and our nomination of Mr. Samuels and we will revise our proxy material accordingly. In the event you take a contrary position, i.e., if you assert that the annual meeting scheduled for February 26, 2009 is not the 2009 annual meeting or that shareholders may not elect both the Class I and Class II directors at the February 26th meeting, we intend to seek appropriate relief to resolve this dispute. Please advise us immediately as to your position. Thank you. Very truly yours, Phillip Goldstein Managing Member Full Value Advisors LLC General Partner -----END PRIVACY-ENHANCED MESSAGE-----