a.
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x |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e(c) under the Securities Exchange Act of 1934.
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b.
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o |
The filing of a registration statement under the Securities Act of 1933.
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c.
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o |
A tender offer.
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d.
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o |
None of the above.
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(a)
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Name and Address. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Name and Address” is incorporated herein by reference.
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(b)
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Securities. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION – Outstanding Voting Securities and Voting Rights” is incorporated herein by reference.
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(c)
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Trading Market and Price. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock; Dividends” is incorporated herein by reference.
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(d)
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Dividends. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock; Dividends” is incorporated herein by reference.
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(e)
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Prior Public Offerings. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Prior Public Offerings” is incorporated herein by reference.
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(f)
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Prior Stock Purchases. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.
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(a)
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Name and Address. The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS,” “EXECUTIVE OFFICERS OF THE COMPANY,” and “INFORMATION ABOUT THE COMPANY – Name and Address,” and “— Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.
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(b)
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Business and Background of Entities. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY – Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.
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(c)
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Business and Background of Natural Persons. The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS,” “EXECUTIVE OFFICERS OF THE COMPANY” and “INFORMATION ABOUT THE COMPANY – Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.
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(a)
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Material Terms. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET” and “SPECIAL FACTORS” is incorporated herein by reference.
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(c)
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Different Terms. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction;” and SPECIAL FACTORS — Fairness of the Transaction,” “— Effects of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction” is incorporated herein by reference.
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(d)
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Appraisal Rights. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — No Appraisal or Dissenters’ Rights;” and “SPECIAL FACTORS — No Appraisal or Dissenters’ Rights” is incorporated herein by reference.
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(e)
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Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Transaction” is incorporated herein by reference.
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(f)
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Eligibility for Listing or Trading. Not applicable.
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(a)
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Transactions. The information set forth in the Proxy Statement under “PROPOSAL NO. 3 ELECTION OF DIRECTORS — Certain Relationships and Related Transactions” is incorporated herein by reference.
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(b)
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Significant Corporate Events. Not applicable.
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(c)
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Negotiations or Contacts. Not applicable.
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(e)
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Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons” is incorporated herein by reference.
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(a)
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Use of Securities Acquired. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effective Date” is incorporated herein by reference.
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(b)
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Plans. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction”, “— Purposes of and Reasons for the Transaction,” “— Effects of the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” and “— Conduct of Our Business After the Transaction” is incorporated herein by reference.
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(a)
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Purposes. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction” and “— Background of the Transaction” is incorporated herein by reference.
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(b)
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Alternatives. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Transaction,” and “— Alternatives Considered” is incorporated herein by reference.
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(c)
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Reasons. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” and “— Alternatives Considered” is incorporated herein by reference.
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(d)
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Effects. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Purposes and Reasons for the Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,” “— Advantages of the Transaction,” “— Disadvantages of the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction;” and “SPECIAL FACTORS — Purposes and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” “— Conduct of Our Business After the Transaction,” and “— Material U.S. Federal Income Tax Consequences of the Transaction” is incorporated herein by reference.
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(a)
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Fairness. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.
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(b)
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Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purposes of and Reasons for the Transaction,” “—
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Fairness of the Transaction,” “— Advantages of the Transaction,” and “— Disadvantages of the Transaction;” and “SPECIAL FACTORS — Purposes of and Reasons for the Transaction,” “— Background of the Transaction,” “— Fairness of the Transaction,” “— Alternatives Considered,” and “—Opinion of TM Capital” is incorporated herein by reference.
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(c)
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Approval of Security Holders. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Voting Information;” and “SPECIAL FACTORS — Fairness of the Transaction,” and “— Stockholder Approval” is incorporated herein by reference.
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(d)
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Unaffiliated Representatives. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.
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(e)
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Approval of Directors. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.
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(f)
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Other Offers. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.
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(a)
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Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.
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(b)
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Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “—Opinion of TM Capital” is incorporated herein by reference.
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(c)
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Availability of Documents. The information set forth in the Proxy Statement under “SPECIAL FACTORS – Opinion of TM Capital” is incorporated herein by reference.
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(a)
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Source of Funds. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated herein by reference.
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(b)
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Conditions. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.
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(c)
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Expenses. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.
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(d)
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Borrowed Funds. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.
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(a)
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Securities Ownership. The information set forth in the Proxy Statement under “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.
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(b)
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Securities Transactions. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Stock Purchases” is incorporated herein by reference.
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(d)
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Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Voting Information;” and “SPECIAL FACTORS — Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.
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(e)
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Recommendation of Others. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” and “— Voting Information;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” “— Effects of the Transaction,” “— Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.
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(a)
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Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10−K for the year ended December 31, 2009, and the Company’s Quarterly Report on Form 10−Q for the quarter ended June 30, 2010. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Summary Historical Financial Information” is incorporated herein by reference.
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(b)
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Pro forma Information. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Pro Forma Consolidated Financial Statements (Unaudited)” is incorporated herein by reference.
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(a)
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Solicitation or Recommendation. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is incorporated herein by reference.
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(b)
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Employees and Corporate Assets. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation of Proxies” is incorporated herein by reference.
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(b)
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Other Material Information. The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.
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(a)
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Notice of Meeting and Definitive Proxy Statement of the Company, including all appendices and the proxy card attached thereto (incorporated herein by reference to the Company’s Schedule 14A filed with the SEC on February 3, 2011).
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(b)
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Not applicable.
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(c)
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(i) Opinion of TM Capital Corp. dated December 2, 2010 (incorporated herein by reference to Annex C of the Proxy Statement).
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(c)
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(ii) Presentation dated December 2, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on December 10, 2010).
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(c)
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(iii) Presentation dated November 30, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on January 18, 2011).
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(d)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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WILSHIRE ENTERPRISES, INC.
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By: /s/ Sherry Wilzig Izak
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Name: Sherry Wilzig Izak
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Title: Chairman of the Board and Chief
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Executive Officer
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/s/ Sherry Wilzig Izak
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SHERRY WILZIG IZAK
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Dated:
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February 3, 2011
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Exhibit No.
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Description
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(a)
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Notice of Meeting and Definitive Proxy Statement of the Company, including all appendices and the proxy card attached thereto (incorporated herein by reference to the Company’s Schedule 14A filed with the SEC on February 3, 2011).
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(c)(i)
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Opinion of TM Capital Corp. dated December 2, 2010 (incorporated herein by reference to Annex C of the Proxy Statement).
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(c)(ii)
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Presentation dated December 2, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on December 10, 2010).
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(c)(iii)
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Presentation dated November 30, 2010 of TM Capital Corp. to the Board of Directors of the Company (incorporated herein by reference to the Company’s Rule 13e-3 Transaction Statement filed with the SEC on January 18, 2011).
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