-----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, PIVAvdiMZyW1MKmckLySPP/19OYtSApuPCQL7aGqfSz/LCUw/ECTNpISqXtnEVCL 8Y2ODqHEa+0r9VMD/T8tbg== 0001181431-06-025284.txt : 20060425 0001181431-06-025284.hdr.sgml : 20060425 20060425203705 ACCESSION NUMBER: 0001181431-06-025284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060410 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: MacLean Malcolm F IV CENTRAL INDEX KEY: 0001318129 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06779338 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: 06779339 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: 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: 06779340 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: 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: 06779341 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 Fund LP CENTRAL INDEX KEY: 0001303345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 06779342 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 4 1 rrd114947.xml FORM 4 X0202 4 2006-04-10 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 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 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 Common Stock 2006-04-10 4 X 1 2033 7.35 A 1151033 I See Footnote Common Stock 2006-04-10 4 J 1 2033 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 2033 7.35 A 1151033 I See Footnote Common Stock 2006-04-10 4 J 1 2033 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 2033 7.35 A 5633 D Common Stock 2006-04-10 4 X 1 2033 7.35 A 5633 I See Footnote Common Stock 2006-04-10 4 J 1 2033 8.3838 D 3600 D Common Stock 2006-04-10 4 J 1 2033 8.3838 D 3600 I See Footnote Common Stock 2006-04-10 4 X 1 267 7.6559 A 1149267 I See Footnote Common Stock 2006-04-10 4 J 1 267 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 267 7.6559 A 1149267 I See Footnote Common Stock 2006-04-10 4 J 1 267 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 267 7.6559 A 3867 D Common Stock 2006-04-10 4 X 1 267 7.6559 A 3867 I See Footnote Common Stock 2006-04-10 4 J 1 267 8.3838 D 3600 D Common Stock 2006-04-10 4 J 1 267 8.3838 D 3600 I See Footnote Common Stock 2006-04-10 4 X 1 3858 7.3457 A 1152858 I See Footnote Common Stock 2006-04-10 4 J 1 3858 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 3858 7.3457 A 1152858 I See Footnote Common Stock 2006-04-10 4 J 1 3858 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 3858 7.3457 A 4258 D Common Stock 2006-04-10 4 J 1 3858 8.3838 D 400 D Common Stock 2006-04-10 4 X 1 676 7.60 A 1149676 I See Footnote Common Stock 2006-04-10 4 J 1 676 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 676 7.60 A 1149676 I See Footnote Common Stock 2006-04-10 4 J 1 676 8.3838 D 1149000 I See Footnote Common Stock 2006-04-10 4 X 1 676 7.60 A 1076 D Common Stock 2006-04-10 4 J 1 676 8.3838 D 400 D Equity Swap (obligation to buy) 7.35 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 2033 0 D Equity Swap (obligation to buy) 7.35 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 2033 0 I See Footnote Equity Swap (obligation to buy) 7.6559 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 267 0 D Equity Swap (obligation to buy) 7.6559 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 267 0 I See Footnote Equity Swap (obligation to buy) 7.3457 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 3858 0 D Equity Swap (obligation to buy) 7.60 2006-04-10 4 X 1 1 0 D 2006-04-10 2006-04-10 Common Stock 676 0 D Equity Swap (obligation to buy) 2006-04-10 4 X 1 4 0 D 2006-04-10 2006-04-10 Common Stock 6834 0 I See Footnote Equity Swap (obligation to buy) 2006-04-10 4 X 1 4 0 D 2006-04-10 2006-04-10 Common Stock 6834 0 I See Footnote On April 10, 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 Real Estate Securities Fund, LP ("MRES"), 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 MRES such that the resulting economic effect of the swap arrangement was as if (i) MRES paid Broker $14,942.55, representing $7.35 for 2,033 shares of WOC common stock as of July 7, 2005, and (ii) Broker paid to MRES $8.3838, representing $17,044.27 for 2,033 shares of WOC common stock as of April 10, 2006. In addition, MRES 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 pursu ant to Rule 16b-6(b) thereunder. This swap arrangement was held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of the securities held by MRES except to the extent of the pecuniary interest, if any, in such securities as a result of its partnership interest in MRES. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of MRES. Broker made a payment to MRES such that the resulting economic effect of the swap arrangement was as if (i) MRES paid Broker $2,044.13, representing $7.6559 for 267 shares of WOC common stock as of July 15, 2005, and (ii) Broker paid to MRES $2,238.47, representing $8.3838 for 267 shares of WOC common stock as of April 10, 2006. In addition, MRES 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. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of Mercury Real Estate Securities Offshore Fund, Ltd. ("MRESOF"), for which Advisors serves as the investment adviser. Broker made a payment to MRESOF such that the resulting economic effect of the swap arrangement was as if (i) MRESOF paid Broker $28,339.71, representing $7.3457 for 3,858 shares of WOC common stock as of July 6, 2005, and (ii) Broker paid to MRESOF $32,344.70, representing $8.3838 for 3,858 shares of WOC common stock as of April 10, 2006. In addition, MRESOF 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. On April 10, 2006, Advisors entered into a cash settlement of an equity swap agreement with Broker on behalf of MRESOF. Broker made a payment to MRESOF such that the resulting economic effect of the swap arrangement was as if (i) MRESOF paid Broker $5,137.60, representing $7.60 for 676 shares of WOC common stock as of July 8, 2005, and (ii) Broker paid to MRESOF $5,667.45, representing $8.3838 for 676 shares of WOC common stock as of April 10, 2006. In addition, MRESOF 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 one or more of MRES and MRESOF. Mr. Jarvis disclaims beneficial ownership of the securities held directly by MRES and 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 MRES and MRESOF, 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). 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 one or more of MRES and MRESOF. Mr. MacLean disclaims beneficial ownership of the securities held directly by MRES and 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 MRES and MRESOF, 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). 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 MRES and MRESOF (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 Mayfair, 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 Mayfair, 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-----