SC 13D/A 1 woc13damend.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 9/19/06 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 1,173,650 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 1,173,650 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,173,650 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 14.87% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ The following constitutes Amendment No. 2 to the Schedule 13D filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos on August 17, 2006. This Amendment No.2 amends and supersedes that Schedule 13D as specifically set forth. Item 4 is amended as follows: ITEM 4. PURPOSE OF TRANSACTION On Tuesday, September 26th, Andrew Dakos met with the management of WOC and discussed ways to maximize shareholder value in general. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report filed on 8/11/2006 there were 7,892,544 shares outstanding as of 7/24/2006. The percentage set forth in this item (5a) was derived using such number. Mr. Goldstein and Mr. Dakos are deemed to be the beneficial owners of 1,173,650 shares of WOC or 14.87% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Goldstein and Mr. Dakos for 1,173,650 shares. Power to vote securities resides solely with Mr. Goldstein and Mr. Dakos for 1,173,650 shares. c. During the last sixty days the following shares of common stock were purchased unless previously reported (there were no sales): Date Shares Price 9/13/2006 1,500 4.482 9/13/2006 2,400 4.482 9/13/2006 2,400 4.482 9/13/2006 2,300 4.482 9/13/2006 2,100 4.482 9/14/2006 2,400 4.482 9/19/2006 104,000 4.6 9/19/2006 30,000 4.6 9/19/2006 26,000 4.6 9/19/2006 30,000 4.6 9/19/2006 110,000 4.6 9/20/2006 15,000 4.6 9/20/2006 4,500 4.6 9/20/2006 4,500 4.6 9/20/2006 26,000 4.6 9/21/2006 70,000 4.6 9/21/2006 25,000 4.6 9/21/2006 25,000 4.6 9/21/2006 25,000 4.6 9/21/2006 85,000 4.6 d. Beneficiaries of accounts managed by Mr. Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA 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: 9/28/06 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos