-----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, UGQsl3aVkkmXxApYkpPVNYvqC522/3lo99vDrg1DjRY77aa3zwiqgPN8jv/8xEj8 1a4q8Sq+f1YR/GlV+O6Ujg== 0001181431-06-025260.txt : 20060425 0001181431-06-025260.hdr.sgml : 20060425 20060425192013 ACCESSION NUMBER: 0001181431-06-025260 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060413 FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 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: 06779226 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 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: 06779227 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 Special Situations Fund LP CENTRAL INDEX KEY: 0001301328 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06779228 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: MacLean Malcolm F IV CENTRAL INDEX KEY: 0001318129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06779229 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: Jarvis David R CENTRAL INDEX KEY: 0001318128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06779230 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 4 1 rrd115080.xml FORM 4 X0202 4 2006-04-13 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 Common Stock 2006-04-13 4 X 1 149 7.62 A 1149149 I See Footnote Common Stock 2006-04-13 4 J 1 149 8.38 D 1149000 I See Footnote Common Stock 2006-04-13 4 X 1 149 7.62 A 1149149 I See Footnote Common Stock 2006-04-13 4 J 1 149 8.38 D 1149000 I See Footnote Common Stock 2006-04-13 4 X 1 112 7.62 A 480933 D Common Stock 2006-04-13 4 X 1 112 7.62 A 480933 I See Footnote Common Stock 2006-04-13 4 J 1 112 8.38 D 480821 D Common Stock 2006-04-13 4 J 1 112 8.38 D 480821 I See Footnote Common Stock 2006-04-13 4 X 1 37 7.62 A 401406 D Common Stock 2006-04-13 4 J 1 37 8.38 D 401369 D Equity Swap (obligation to buy) 7.62 2006-04-13 4 X 1 1 0 D 2006-04-13 2006-04-13 Common Stock 112 0 D Equity Swap (obligation to buy) 7.62 2006-04-13 4 X 1 1 0 D 2006-04-13 2006-04-13 Common Stock 112 0 I See Footnote Equity Swap (obligation to buy) 7.62 2006-04-13 4 X 1 1 0 D 2006-04-13 2006-04-13 Common Stock 37 0 D Equity Swap (obligation to buy) 7.62 2006-04-13 4 X 1 2 0 D 2006-04-13 2006-04-13 Common Stock 149 0 I See Footnote Equity Swap (obligation to buy) 7.62 2006-04-13 4 X 1 2 0 D 2006-04-13 2006-04-13 Common Stock 149 0 I See Footnote On April 13, 2006, Mercury Real Estate Advisors, LLC ("Advisors"), a registered investment adviser, entered into a cash settlement of an 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. Broker made a payment to MSSF such that the resulting economic effect of the swap arrangement was as if (i) MSSF paid Broker $853.44, representing $7.62 for 112 shares of WOC common stock as of July 18, 2005, and (ii) Broker paid to MSSF $9.38.56, representing $8.38 for 112 shares of WOC common stock as of April 13, 2006. In addition, MSSF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 1 6b-6(b) thereunder. This swap arrangement was 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 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 April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of Mercury Special Situations Offshore Fund, Ltd. ("MSSOF"), for which Advisors serves as the investment adviser. Broker made a payment to MSSOF such that the resulting economic effect of the swap arrangement was as if (i) MSSOF paid Broker $281.94, representing $7.62 for 37 shares of WOC common stock as of July 18, 2005, and (ii) Broker paid to MSSOF $310.06, representing $8.38 for 37 shares of WOC common stock as of April 13, 2006. In addition, MSSOF will pay to Broker a finance charge. The termination of the equity swap and the reported purchase of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. These swap arrangements were settled by Advisors on behalf of MSSF and MSSOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MSSF and MSSOF, 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 and MSSOF, 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). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. These swap arrangements were settled by Advisors on behalf of MSSF and MSSOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MSSF and MSSOF, 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 and MSSOF, 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). The termination of these equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. The securities reported in Column 5 of Table I are held directly by certain private investment funds, including MSSF and MSSOF (the "Funds"), and certain managed accounts (the "Managed Accounts"), for which Advisors serves as the investment adviser. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). The securities reported in Column 5 of Table I are held directly by the Funds and the Managed Accounts, for which Advisors serves as the investment adviser. Mr. MacLean disclaims beneficial ownership of the shares held directly by the Funds and the Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares as a result of his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts, or as a result of his membership interest in certain limited liability companies, including MS II LLC, that serve as the general partners of certain of the Funds. That performance-based fee generally qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C). /s/ David R. Jarvis 2006-04-25 /s/ Malcolm F. MacLean IV 2006-04-25 -----END PRIVACY-ENHANCED MESSAGE-----