SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

 

WILSHIRE ENTERPRISES, INC.


(Name of Issuer)

 

COMMON STOCK, PAR VALUE $1.00 PER SHARE


(TITLE OF CLASS OF SECURITIES)

 

971889100


(CUSIP number)

 

Malcolm F. MacLean IV

c/o Mercury Real Estate Advisors LLC

100 Field Point Road

Greenwich, CT 06830

(203) 869-9191


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 6, 2006


(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 971889100    13D/A    Page 2 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Mercury Real Estate Advisors LLC

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                748,000

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                748,000

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            748,000

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            9.5%*

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            OO – Limited Liability Company

   

 

* All percentage ownership reported in this Schedule 13D is based on 7,876,080 shares of Common Stock outstanding, as reported by the Issuer (as defined below) in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2006.


CUSIP No. 971889100    13D/A    Page 3 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            David R. Jarvis

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                748,000

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                748,000

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            748,000

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            9.5%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

   

 


CUSIP No. 971889100    13D/A    Page 4 of 10 pages

 

  1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Malcolm F. MacLean IV

   
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨

(b)  ¨

   
  3  

SEC USE ONLY

 

   
  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            WC

   
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                748,000

 

  8.    SHARED VOTING POWER

 

                —0—

 

  9.    SOLE DISPOSITIVE POWER

 

                748,000

 

10.    SHARED DISPOSITIVE POWER

 

                —0—

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            748,000

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            9.5%

   
14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

            IN

   

 


CUSIP No. 971889100    13D/A    Page 5 of 10 pages

 

This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D as filed on November 2, 2005 and amended on November 14, 2005, February 28, 2006, April 7, 2006, May 3, 2006, May 18, 2006 and June 6, 2006 (the “Schedule 13D”), with respect to the shares of Common Stock, par value $1.00 per share (the “Shares”), of Wilshire Enterprises, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows:


CUSIP No. 971889100    13D/A    Page 6 of 10 pages

Item 3. Source and Amount of Funds or Other Consideration.

The total amount of funds required by the Reporting Persons to acquire the Shares was $6,535,584. Each of the Funds used its own assets to purchase such Shares, which may at any given time include funds borrowed in the ordinary course in their margin accounts.

Item 5. Interest in Securities of the Issuer.

(a) and (b) As of the date hereof, Mercury Special Situations Fund LP, Mercury Special Situations Offshore Fund, Ltd., Silvercrest Real Estate Fund (International), Silvercrest Real Estate Fund, Mercury Real Estate Securities Fund LP, Mercury Real Estate Securities Offshore Fund, Ltd. and Silvercreek SAV LLC owned beneficially 197,604; 283,586; 149,344; 43,642; 3,600; 400 and 69,824 Shares, respectively, representing approximately 2.5%; 3.6%; 1.9%; 0.6%; 0.05%; 0.01% and 1.0%, respectively, of the shares of common stock, par value $1.00 of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Advisors, in its capacity as investment advisor of the Funds, may be deemed to be the beneficial owner of 748,000 Shares, constituting 9.5% of the 7,876,080 shares of common stock, par value $1.00, of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Mr. Jarvis, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 748,000 Shares, constituting 9.5% of the 7,876,080 shares of common stock, par value $1.00, of the Issuer outstanding as reported in publicly available information.

As of the date hereof, Mr. MacLean, in his capacity as a Managing Member of Advisors, may be deemed to be the beneficial owner of 748,000 Shares, constituting 9.5% of the 7,876,080 shares of common stock, par value $1.00, of the Issuer outstanding as reported in publicly available information.

(c) Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Exhibit N attached hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.


CUSIP No. 971889100    13D/A    Page 7 of 10 pages

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:

 

Exhibit A   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated November 1, 2005.*
Exhibit B   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated November 10, 2005.**
Exhibit C   Letter to Mercury Real Estate Advisors LLC, dated November 8, 2005.**
Exhibit D   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated February 27, 2006.***
Exhibit E   Press Release, dated February 27, 2006.***
Exhibit F   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated April 6, 2006.****
Exhibit G   Press Release, dated April 6, 2006.****
Exhibit H   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated May 2, 2006.*****
Exhibit I   Press Release, dated May 2, 2006.*****
Exhibit J   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated May 17, 2006.******
Exhibit K   Press Release, dated May 17, 2006.******
Exhibit L   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated June 5, 2006.*******
Exhibit M   Press Release, dated June 5, 2006.*******
Exhibit N   Schedule of Transactions in Shares of the Issuer.
Exhibit O   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.*

* Previously filed with the Schedule 13D on November 2, 2005.
** Previously filed with the Schedule 13D/A on November 14, 2005.
*** Previously filed with the Schedule 13D/A on February 28, 2006.
**** Previously filed with the Schedule 13D/A on April 7, 2006.
***** Previously filed with the Schedule 13D/A on May 3, 2006.
****** Previously filed with the Schedule 13D/A on May 18, 2006.
******* Previously filed with the Schedule 13D/A on June 6, 2006.


CUSIP No. 971889100    13D/A    Page 8 of 10 pages

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.

 

Date: July 10, 2006  

MERCURY REAL ESTATE ADVISORS LLC

 

/s/ Malcolm F. MacLean IV

Signature

 

Malcolm F. MacLean IV, Managing Member

  Name/Title
 

/s/ Malcolm F. MacLean IV

Signature

 

/s/ David R. Jarvis

Signature


CUSIP No. 971889100   13D/A   Page 9 of 10 pages

EXHIBIT INDEX

 

Exhibit A   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated November 1, 2005.*
Exhibit B   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated November 10, 2005.**
Exhibit C   Letter to Mercury Real Estate Advisors LLC, dated November 8, 2005.**
Exhibit D   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated February 27, 2006.***
Exhibit E   Press Release, dated February 27, 2006.***
Exhibit F   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated April 6, 2006.****
Exhibit G   Press Release, dated April 6, 2006.****
Exhibit H   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated May 2, 2006.*****
Exhibit I   Press Release, dated May 2, 2006.*****
Exhibit J   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated May 17, 2006.******
Exhibit K   Press Release, dated May 17, 2006.******
Exhibit L   Letter to the Board of Directors of Wilshire Enterprises, Inc., dated June 5, 2006.*******
Exhibit M   Press Release, dated June 5, 2006.*******
Exhibit N   Schedule of Transactions in Shares of the Issuer.
Exhibit O   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.*

* Previously filed with the Schedule 13D on November 2, 2005.
** Previously filed with the Schedule 13D/A on November 14, 2005.
*** Previously filed with the Schedule 13D/A on February 28, 2006.
**** Previously filed with the Schedule 13D/A on April 7, 2006.
***** Previously filed with the Schedule 13D/A on May 3, 2006.
****** Previously filed with the Schedule 13D/A on May 18, 2006.
******* Previously filed with the Schedule 13D/A on June 6, 2006.


CUSIP No. 971889100     Page 10 of 10

Exhibit N

Schedule of Transactions in Shares of the Issuer

During the Past 60 Days

Mercury Special Situations Fund LP

 

Date of Transaction

   Quantity
Purchased(Sold)(1)
   

Price/Share

($)(2)

7/6/2006

   (283,217 )   23.76

Mercury Special Situations Offshore Fund, Ltd.

 

Date of Transaction

   Quantity
Purchased(Sold)(1)
   

Price/Share

($)(2)

7/6/2006

   (117,783 )   23.76

 


(1) All purchases/sales were effected through open market or privately negotiated transactions.
(2) Inclusive of brokerage commissions.