Bulldog Investors Activist Target North Pittsburgh Systems (NPSI) Acquired

Phillip Goldstein/Bulldog Investors activist target North Pittsburgh Systems (Nasdaq: NPSI) announced today an agreement to be acquired by Consolidated Communications (Nasdaq: CNSL) for $25 per share in a taxable cash and stock transaction with a total consideration of $375.1 million.

Goldstein has been pushing the company to sell for some, most recently in a DFAN14A filing on June 15th, suggesting the stock is worth $28.50-$31 per share to a strategic buyer.

It is not clear if the firm will support today's deal.

Some other Phillip Goldstein/Bulldog Investors stocks: Wilshire Enterprises Inc. (AMEX: WOC), RMR Hospitality and Real Estate Fund (AMEX: RHR)

Bulldog Investors Again Urges North Pittsburgh Systems (NPSI) to Sell

In a DFAN14A filing on North Pittsburgh Systems (Nasdaq: NPSI), 7% holder Phillip Goldstein/Bulldog Investors disclosed a new letter for the company again urging them to sell. The firm said based on the valuation of Windstream's (NYSE: WIN) purchase of CT Communications (Nasdaq: CTCI), NPSI is worth $28.50-$31 per share to a strategic buyer. Shares of NPSI are currently at $20.18.

From the Letter, "We reiterate our view that delaying the inevitable, i.e. a sale of NPSI, is putting shareholders at risk of permanent capital loss. We believe there is significant shareholder support for a sale of NPSI especially in light of the stock's recent weakness. We would like to avoid the disruption of a proxy contest but we cannot idly sit by while NPSI's value deteriorates."

A Copy of the Letter:

Dear Mr. Brown: (CEO)

We are writing to bring to your attention the recentannouncement by CT Communications, Inc. ("CTCI") that it hasentered into an agreement to merge with Windstream Corporation("WIN"). WIN is purchasing CTCI for $31.50 per share, a 46%premium to CTCI's closing price the day before the announcement.This is yet another recent example of the acceleratingconsolidation taking place in the RLEC industry.

At $31.50 per share, WIN is paying approximately $3,700 per access line and 10.1x LTM EBITDA for CTCI. Based on these metrics, and using some conservative assumptions with respect toits wireless assets, we think a strategic buyer of NPSI could pay $28.50 to $31.00 per share for the company. This represents a premium of 46% to 59% to NPSI's current market price of $19.46per share. As you are no doubt aware, Winstream has contiguous assets with NPSI and would certainly be in a position to pay an attractive multiple for NPSI given the potential cost synergies of such a merger.

We reiterate our view that delaying the inevitable, i.e. a sale of NPSI, is putting shareholders at risk of permanent capital loss. We believe there is significant shareholder support for a sale of NPSI especially in light of the stock's recent weakness.We would like to avoid the disruption of a proxy contest but we cannot idly sit by while NPSI's value deteriorates.

Sincerely,
Andrew Dakos
Managing Member
Full Value Advisors LLC
General Partner

Large Wilshire Enterprises (WOC) Plans Fight Unless The Board Eliminates or Raises the Poison Pill Threshold

In an amended 13D filing on Wilshire Enterprises (AMEX: WOC), 14.87% holder, Bulldog Investors/ Phillip Goldstein/Andrew Dakos disclosed a letter sent to the company saying unless the board acts by December 5th to either eliminate or raise the threshold of the poison pill to 21%, they intend to (1) present a proposal at the next shareholder meeting to eliminate the poison pill and to elect directors that will support that proposal; and (2) commence litigation to eliminate the poison pill.

A Copy of the Letter:

Dear Ms. Wilzig Izak:

As you know, Full Value Partners L.P. is a member of a group that owns almost 15% of the outstanding common stockof Wilshire Enterprises, Inc. ("WOC") and is its largest outside shareholder.

When we met on September 26, 2006 I requested that the board either eliminate or raise the threshold of WOC's poison pill. In general, we believe that poison pills act to insulate and entrench incumbent boards and managements thereby making them less accountable to shareholders. The situation at WOC is particularly disturbing in that your father's estate owns over 21%of WOC stock, well in excess of the 15% threshold at which the poison pill would be triggered by any other shareholder.

During a subsequent telephone call we again asked youto recommend that the board eliminate or raise the threshold of the poison pill. We have yet to get a response.

Our patience is not boundless. Therefore, we have decided that unless the board acts by December 5, 2006t o eliminate or lift the threshold for WOC's poison pill to 21%, we intend to (1) present a proposal at the next shareholder meeting to eliminate the poison pill and to elect directors that will support that proposal; and(2) commence litigation to eliminate the poison pill.

It is unfortunate that one result of these actions will be that WOC will incur costs it can ill afford given its tiny size. But what choice do we have given your failure to respond to our previous requests to address our concerns?

Very truly yours,

Andrew Dakos

Managing Member

Full Value Advisors LLP

General Partner