-----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, L8YDJwhv5yTLVgWv8zmQ4T9Um2jHgOv8sZiRwhB5O7eNu7hi472LxSz2sVixMANJ kJmL4FHzGDnsX3TL9BK4tw== 0000950110-97-001127.txt : 19970701 0000950110-97-001127.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950110-97-001127 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 97633340 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 921 BERGEN AVENUE STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 10-K/A 1 10-K/A2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A2 AMENDING ITEM 11 (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended DECEMBER 31, 1996 ------------------------------------------------------ or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _______________________ to ______________________ Commission file number 1-4673 ---------------------------------------------------------- WILSHIRE OIL COMPANY OF TEXAS - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 84-0513668 - -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 921 BERGEN AVENUE JERSEY CITY, NEW JERSEY 07306 - --------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (201) 420-2796 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE - -------------------------- ------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the shares of the voting stock held by non-affiliates of the Registrant was approximately $53,276,000 based upon the closing sale price of the stock, which was $5.75 on March 15, 1997. The number of shares of the Registrant's $1 par value common stock outstanding as of March 15, 1997 was 9,265,415. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth, for the years ended December 31, 1994, 1995 and 1996, the cash compensation paid by the Company and its subsidiaries, as well as certain other compensation paid or accrued by such entities for those years, to or with respect to the Chief Executive Officer of the Company and the only other executive officer of the Company whose salary and bonus during 1996 exceeded $100,000 (the "Named Officers"), for services rendered in all capacities during such period.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG TERM NAME AND CURRENT ----------------------------- COMPENSATION ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B) - ------------------ ---- ------- ------- -------- --------------- --------------- S. Wilzig Izak 1996 $126,000 $14,000 -- -- $ 200 Chairman and CEO 1995 117,000 14,000 -- -- 187 1994 108,000 14,000 -- -- 180 Steven A. Gelman 1996 100,000 10,000 -- -- 192 Vice President 1995 97,500 7,000 -- -- 175 and Controller 1994 93,333 7,000 -- -- 226
- ------------------------ (A) During the periods covered, the Named Officers did not receive perquisites (i.e., personal benefits such as country club memberships or use of automobiles). (B) The $200 and $192 amounts for 1996 represent the dollar value of insurance premiums paid by the Company for term life insurance policies for Ms. Izak and Mr. Gelman, respectively. STOCK OPTIONS In June 1995, the Company adopted two new stock-based compensation plans (1995 Stock Option and Incentive Plan and 1995 Non-Employee Director Stock Option Plan) under which up to 450,000 and 150,000 shares, of common stock respectively, are available for grant. Options may no longer be granted under stock option plans approved prior to 1995; however, certain options granted under such prior plans currently remain outstanding. No stock options were granted to the Named Officers during the year ended December 31, 1996 and none of the Named Officers exercised any stock options during 1996. The following table provides data regarding the number of shares covered by both exercisable and non-exercisable stock options held by the Named Officers at December 31, 1996. Also reported are -2- the values for "in-the- money" options, which represent the positive spread between the exercise price of an existing option and $5.25, the closing sale price of the Company's Common Stock on the New York Stock Exchange on December 31, 1996. FISCAL YEAR-END OPTION VALUES Value of Unexercised Number of Unexercised In-the-Money Options at Options at 12/31/96 12/31/96 NAME Exercisable/ Unexercisable Exercisable/Unexercisable - ------------ -------------------------- ------------------------- S. Wilzig Izak 67,300/0 $56,666/0 Steven A. Gelman 5,304/0 0/0 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company does not have a formal Compensation Committee. However, the entire Board of Directors performs the functions of such a Committee by establishing compensation policies. S. Wilzig Izak, the Company's Chief Executive Officer, is a member of the Board of Directors. She has abstained from all votes pertaining to her own compensation. Siggi B. Wilzig, the Company's Senior Consultant and former Chairman and President of the Company, has participated in deliberations of the Board concerning executive officer compensation. Mr. Wilzig has no vote with respect to such matters. During 1996 and the first quarter of 1997, the Company acquired six real estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate price of approximately $3.7 million. The Company obtained a first-mortgage loan from TCNJ in the amount of $578,000 to finance one of these properties. The purchase prices for these properties were based upon, among other things, independent MAI appraisals. At March 31, 1997, the Company had mortgage loans payable to TCNJ in the aggregate principal amount of $28.8 million at a weighted average effective interest rate of approximately 7.1% per annum. At March 31, 1997, the Company also had term loans payable to TCNJ in the aggregate principal amount of $12.4 million secured by marketable securities; such loans bear interest at the prime lending rate. Siggi B. Wilzig, whose shareholdings of the Company are described under Item 12 herein, is an officer, director and significant shareholder of TCNJ. DIRECTOR COMPENSATION Each director, other than S. Wilzig Izak, receives an annual fee of $10,000. Members of the Executive Committee, other than S. Wilzig Izak, also receive a fee of $4,000 and members of the Audit Committee and Stock Option Committee also receive an annual fee of $2,000. Additionally, each director, other than S. Wilzig Izak, was granted in 1996 5,000 options to purchase shares of common stock pursuant to the 1995 Non-Employee Director Stock Option Plan approved by shareholders. -3- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its report to be signed on its behalf by the undersigned thereunto duly authorized. WILSHIRE OIL COMPANY OF TEXAS ----------------------------- (Registrant) DIRECTORS: By:/s/ S. Wilzig Izak --------------------------------- S. Wilzig Izak, Director By:/s/ William Schwartz, M.D. --------------------------------- William Schwartz, M.D., Director By:/s/ Joseph K. Schwartz --------------------------------- Joseph K. Schwartz, Director By:/s/ Milton Donnenberg --------------------------------- Milton Donnenberg, Director By:/s/ Ernest Wachtel --------------------------------- Ernest Wachtel, Director OFFICERS: By:/s/ S. Wilzig Izak --------------------------------- S. Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer) Date: June 26, 1997 -4- -----END PRIVACY-ENHANCED MESSAGE-----