SC 13D/A 1 wocthirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/25/08 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. 9 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 At this time the filing parties have no plans with respect to the issuer. If the merger agreement with NWJ Apartment Holdings Corp. is terminated, the filing parties will evaluate their options based on, among other things, managements plan for maximizing shareholder value. 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. c) During the past 60 days the following shares of DEK were traded: BUYS Date: Shares: Price: 11/7/2008 29,447 $1.5343 11/12/2008 4,100 $1.4627 11/14/2008 1,185 $1.2593 11/25/2008 483,659 $1.2000 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: 12/3/08 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos E