-----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, RaytuTMQCeURYNprPk7ScKzPHJehRD3XaancXkeQHgYan2KOx17nNPxe2II+aNVY GMqjpSm1KUzgfB/Gin6alw== 0001181431-06-004766.txt : 20060120 0001181431-06-004766.hdr.sgml : 20060120 20060120195811 ACCESSION NUMBER: 0001181431-06-004766 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050718 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: 06541924 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: 06541930 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 Special Situations Offshore Fund Ltd CENTRAL INDEX KEY: 0001301276 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541927 BUSINESS ADDRESS: STREET 1: P O BOX 3460 RD TOWN CITY: TORTOLA BVI STATE: E9 ZIP: 00000 BUSINESS PHONE: 284-494-5239 MAIL ADDRESS: STREET 1: P O BOX 3460 RD TOWN CITY: TORTOLA BVI STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Special Situations Fund LP CENTRAL INDEX KEY: 0001301328 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541929 BUSINESS ADDRESS: STREET 1: 100 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-769-2980 MAIL ADDRESS: STREET 1: 100 FIELD POINT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Mercury Special Situations Fund L P DATE OF NAME CHANGE: 20040824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mercury Securities II LLC CENTRAL INDEX KEY: 0001329735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541928 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: 06541926 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silvercreek SAV LLC CENTRAL INDEX KEY: 0001330258 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06541925 BUSINESS ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 769-2985 MAIL ADDRESS: STREET 1: C/O MERCURY REAL ESTATE ADVISORS LLC STREET 2: 100 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 rrd104117.xml FORM 4 X0202 4 2005-07-18 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 0001301328 Mercury Special Situations Fund LP C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001329735 Mercury Securities II LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 0001301276 Mercury Special Situations Offshore Fund Ltd 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 0001330258 Silvercreek SAV LLC C/O MERCURY REAL ESTATE ADVISORS LLC 100 FIELD POINT ROAD GREENWICH CT 06830 0 0 1 0 Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 1 A 2005-07-18 2007-05-24 Common Stock 1949 1 D Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 1 A 2005-07-18 2007-05-24 Common Stock 1949 1 I See footnote Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 1 A 2005-07-18 2007-05-24 Common Stock 2106 1 D Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 1 A 2005-07-18 2007-05-24 Common Stock 267 1 D Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 4 A 2005-07-18 2007-05-24 Common Stock 5000 4 I See footnote Equity Swap (obligation to buy) 7.64 2005-07-18 4 J 1 4 A 2005-07-18 2007-05-24 Common Stock 5000 4 I See footnote Equity Swap (obligation to buy) 7.6536 2005-07-19 4 J 1 1 A 2005-07-19 2007-05-24 Common Stock 1400 1 D Equity Swap (obligation to buy) 7.6536 2005-07-19 4 J 1 1 A 2005-07-19 2007-05-24 Common Stock 1400 1 I See footnote Equity Swap (obligation to buy) 7.6536 2005-07-19 4 J 1 1 A 2005-07-19 2007-05-24 Common Stock 1400 1 I See footnote On July 18, 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 Special Situations Fund LP ("MSSF"), for which Advisors serves as the investment adviser. Mr. David R. Jarvis and Mr. Malcolm F. MacLean IV are managing members of Advisors. The settlement date of the swap agreement is May 24, 2007. On such date, MSSF 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) MSSF paid Broker $14,890.36, representing $7.64 for each share of WOC common stock subject to this agreement as of July 18, 2005, and (ii) Broker paid to MSSF the market value of 1,949 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 MSSF and MSSF will pay to Broker a finance charge. This swap arrangement is held directly by MSSF. Mercury MS II LLC ("MS II LLC") is the general partner of MSSF. MS II LLC disclaims beneficial ownership of the securities held directly by MSSF except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MSSF. On July 18, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, MSSOF 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) MSSOF paid Broker $16,089.84, representing $7.64 for each share of WOC common stock subject to this agreement as of July 18, 2005, and (ii) Broker paid to MSSOF the market value of 2,106 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 MSSOF and MSSOF will pay to Broker a finance charge. On July 18, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of Silvercreek SAV LLC ("Silvercreek"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, Silvercreek 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) Silvercreek paid Broker $2,039.88, representing $7.64 for each share of WOC common stock subject to this agreement as of July 18, 2005, and (ii) Broker paid to Silvercreek the market value of 267 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 Silvercreek and Silvercreek will pay to Broker a finance charge. On July 18, 2005, Advisors entered into a cash settled equity swap agreement with Broker on behalf of certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. The settlement date of the swap agreement is May 24, 2007. On such date, the Managed Accounts 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) the Managed Accounts paid Broker $5,179.92, representing $7.64 for each share of WOC common stock subject to this agreement as of July 18, 2005, and (ii) Broker paid to the Managed Accounts the market value of 678 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 the Managed Accounts and the Managed Accounts will pay to Broker a finance charge. These swap arrangements were acquired by Advisors on behalf of MSSF, MSSOF, Silvercreek and the Managed Accounts. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MSSF, MSSOF, Silvercreek and the Managed Accounts, 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 MSSF, MSSOF, Silvercreek and the Managed Accounts, or as a result of his membership interest in MS II LLC, 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). These swap arrangements were acquired by Advisors on behalf of MSSF, MSSOF, Silvercreek and the Managed Accounts. Mr. MacLean disclaims beneficial ownership of the securities held directly by MSSF, MSSOF, Silvercreek and the Managed Accounts, 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 MSSF, MSSOF, Silvercreek and the Managed Accounts, or as a result of his membership interest in MS II LLC, 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 19, 2005, Advisors entered into a cash settled equity swap agreement with a Broker on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. 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 $10,715.60, representing $7.654 for each share of WOC common stock subject to this agreement as of July 19, 2005, and (ii) Broker paid to MRESOF the market value of 1,400 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). /s/ David R. Jarvis 2006-01-20 /s/ Malcolm F. MacLean IV 2006-01-20 -----END PRIVACY-ENHANCED MESSAGE-----