-----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, RQMpy17ZN9wkuWqEsk/EgyLkbpk47X0+bHCOW6Xx0TWp1iT0roIENlLPGKY/Fr2y lUqvA02aezt0iO5oxUEVLg== 0001181431-06-004765.txt : 20060120 0001181431-06-004765.hdr.sgml : 20060120 20060120195753 ACCESSION NUMBER: 0001181431-06-004765 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050706 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jarvis David R CENTRAL INDEX KEY: 0001318128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541923 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MacLean Malcolm F IV CENTRAL INDEX KEY: 0001318129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541922 BUSINESS ADDRESS: BUSINESS PHONE: (203) 869-9191 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Fund LP CENTRAL INDEX KEY: 0001303345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541920 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2980 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Mayfair LLC CENTRAL INDEX KEY: 0001329733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541919 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 769 2990 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD STREET 2: FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Real Estate Securities Offshore Fund, Ltd. CENTRAL INDEX KEY: 0001334712 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541921 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2982 MAIL ADDRESS: STREET 1: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd104116.xml FORM 4 X0202 4 2005-07-06 0 0000107454 WILSHIRE ENTERPRISES INC WOC 0001318128 Jarvis David R C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001318129 MacLean Malcolm F IV C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001334712 Mercury Real Estate Securities Offshore Fund, Ltd. C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001303345 Mercury Real Estate Securities Fund LP C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329733 Mercury Mayfair LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 Equity Swap (obligation to buy) 7.3657 2005-07-06 4 J 1 1 A 2005-07-06 2007-05-24 Common Stock 4200 1 D Equity Swap (obligation to buy) 7.3657 2005-07-06 4 J 1 1 A 2005-07-06 2007-05-24 Common Stock 4200 1 I See footnote Equity Swap (obligation to buy) 7.3657 2005-07-06 4 J 1 1 A 2005-07-06 2007-05-24 Common Stock 4200 1 I See footnote Equity Swap (obligation to buy) 7.37 2005-07-07 4 J 1 1 A 2005-07-07 2007-05-24 Common Stock 2200 1 D Equity Swap (obligation to buy) 7.37 2005-07-07 4 J 1 1 A 2005-07-07 2007-05-24 Common Stock 2200 1 I See footnote Equity Swap (obligation to buy) 7.37 2005-07-07 4 J 1 1 A 2005-07-07 2007-05-24 Common Stock 2200 1 I See footnote Equity Swap (obligation to buy) 7.37 2005-07-07 4 J 1 1 A 2005-07-07 2007-05-24 Common Stock 2200 1 I See footnote Equity Swap (obligation to buy) 7.62 2005-07-08 4 J 1 1 A 2005-07-08 2007-05-24 Common Stock 1900 1 D Equity Swap (obligation to buy) 7.62 2005-07-08 4 J 1 1 A 2005-07-08 2007-05-24 Common Stock 1900 1 I See footnote Equity Swap (obligation to buy) 7.62 2005-07-08 4 J 1 1 A 2005-07-08 2007-05-24 Common Stock 1900 1 I See footnote On July 6, 2005, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settled equity swap agreement with a securities broker ("Broker") on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. (Continued in Footnote 2) The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRESOF paid Broker $30,935.94, representing $7.3657 for each share of WOC common stock subject to this agreement as of July 6, 2005, and (ii) Broker paid to MRESOF the market value of 4,200 shares of WOC common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRESOF and MRESOF will pay to Broker a finance charge. This swap arrangement was entered into by Advisors on behalf of MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). This swap arrangement was entered into by Advisors on behalf of MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRESOF, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRESOF. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). On July 7, 2005, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of Mercury Real Estate Securities Fund LP ("MRES"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, MRES or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRES paid Broker $16,214, representing $7.37 for each share of WOC common stock subject to this agreement as of July 7, 2005, and (ii) Broker paid to MRES the market value of 2,200 shares of WOC common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRES and MRES will pay to Broker a finance charge. This swap arrangement is held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held directly by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES. This swap arrangement was entered into by Advisors on behalf of MRES. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRES, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). This swap arrangement was entered into by Advisors on behalf of MRES. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRES, except to the extent of the pecuniary interest, if any, in such securities as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from MRES, or as a result of his membership interest in Mayfair, of which he is a managing member. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). On July 8, 2005, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of MRESOF. The settlement date of the swap agreement is May 24, 2007. On such date, MRESOF or Broker, as applicable, will be required to make a payment to the other such that the resulting economic effect of the swap arrangement will be as if (i) MRESOF paid Broker $14,478, representing $7.62 for each share of WOC common stock subject to this agreement as of July 8, 2005, and (ii) Broker paid to MRESOF the market value of 1,900 shares of WOC common stock as of May 24, 2007. Any dividends received by Broker on account of the common stock subject to this agreement will be paid to MRESOF and MRESOF will pay to Broker a finance charge. /s/ David R. Jarvis 2006-01-20 /s/ Malcolm F. MacLean IV 2006-01-20 -----END PRIVACY-ENHANCED MESSAGE-----