-----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, M2pqWhWUIxXFjxOSbPIL2LWTGRcVD+CqyyeO5WcVDVvP7dJbzl2Bqc8sqf0L7GCo AWaO8/6/3/xkgD520AtY5Q== 0001125282-03-005156.txt : 20030904 0001125282-03-005156.hdr.sgml : 20030904 20030904154527 ACCESSION NUMBER: 0001125282-03-005156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030904 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 03881582 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 CITY: JERSEY CITY STATE: NJ ZIP: 07306 8-K 1 b326946_8k.txt CURRENT REPORT FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2003 Date of Report (Date of earliest event reported) WILSHIRE ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-467 84-0513668 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 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 Not Applicable (Former name or former address, if changed since last report.) ITEM 7. Financial Statements and Exhibits a. Not applicable. b. Not applicable c. Exhibits The following exhibit is filed with this report: ----------------------------------------------------------------------- Exhibit Number Description ----------------------------------------------------------------------- 99.1 Press release dated September 4, 2003 ----------------------------------------------------------------------- ITEM 9. Regulation FD Disclosure The Company today issued a press release attached as Exhibit 99.1 to announce that several parties have approached the Company's investment banker expressing a preliminary interest in acquiring the Company. This report is being furnished pursuant to Item 9. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 4, 2003 WILSHIRE ENTERPRISES, INC. (Registrant) By: /s/ Philip Kupperman ------------------------------ Philip Kupperman President -3- EX-99.1 3 b326946ex99_1.txt PRESS RELEASE DATED SEPTEMBER 4, 2003 Exhibit 99.1 FOR IMMEDIATE RELEASE --------------------- AMEX: WOC --------- Wilshire Confirms Approach by Parties Interested in Acquiring Real Estate Business and Entire Company JERSEY CITY, N.J., September 4, 2003 -- Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) announced today that several parties have approached the Company's investment banker, Deloitte & Touche Corporate Finance LLC ("D&TCF"), expressing a preliminary interest in acquiring the Company. Wilshire is engaged in the ownership and management of real estate properties and in the exploration and development of oil and gas. Chairman and Chief Executive Officer Sherry Wilzig Izak commented: "As a result of the strategic review process initiated by the Board of Directors in 2002, the Company continues to evaluate all alternatives to maximize shareholder value. D&TCF has recommended to the Board that the Company enter into discussions with qualified parties in regard to selling all of the outstanding stock of the Company." Ms. Izak continued by saying: "As previously announced, the Company has been preparing to market its oil and gas business to prospective purchasers. While the Company has not entered into discussions with any parties interested in all or part of the Company, we currently plan on providing detailed information regarding the Company to qualified potential buyers commencing during the remainder of the third quarter and the fourth quarter of 2003. While the Company will evaluate offers for both its businesses, it does not intend to consider the sale of its real estate business without the concurrent sale of its oil and gas business." Ms. Izak continued: "Currently, we cannot assure our stockholders of any actions or timing of potential actions including the sale of the entire Company or the oil and gas business. Our focus remains on maximizing shareholder value and we remain committed to exploring all possible alternatives." In order to provide the Company's shareholders with a greater understanding of the Company's real estate investment portfolio, additional information is being provided in this press release. As of August 31, 2003 the Company's real estate investments are located in five states including Arizona, Texas, Florida, Georgia and New Jersey. This diversified portfolio includes multifamily buildings with approximately 1,800 residential units, commercial buildings, land leases and vacant land parcels. The following chart provides summary information on the Company's real estate investments:
- -------------------------------------------------------------------------------------------------------- Wilshire Real Estate Investments as of August 31, 2003 - -------------------------------------------------------------------------------------------------------- Location Name of Investments Description Units Area (Sq. Ft.) - -------------------------------------------------------------------------------------------------------- Mesa, AZ Royal Mall Plaza Retail / Medical NA 66,000 Phoenix, AZ Biltmore Residential 378 191,000 Tempe, AZ Tempe Corporate Office NA 51,000 Tucson, AZ Sunrise Residential 340 292,000 Tucson, AZ Van Buren Residential 70 81,000 San Antonio, TX Wellington Residential 228 211,000 San Antonio, TX Summercreek Residential 180 142,000 Ft. Lauderdale, FL Palm Terrace Residential 34 24,000 Pompano Beach, FL Pebblewood Residential / Office 22 32,000 Tamarac, FL Tamarac Office NA 27,000 Riverdale, GA Twelve Oaks Residential 72 91,000 Jefferson, NJ Jefferson Gardens Residential 22 16,000 Jersey City, NJ Jersey City Residential Properties Residential 252 72,000 Jersey City, NJ Jersey City Commercial Property Retail / Office NA 23,000 Long Branch, NJ Galsworthy Arms Residential 45 40,000 Perth Amboy, NJ Bertrand Ave Residential 22 12,000 Perth Amboy, NJ Amboy Towers Office NA 75,000 Rutherford, NJ Rutherford Bank Facility NA 2,000 Sussex, NJ Alpine Village Residential 132 102,000 West Orange, NJ The Wilshire Grand Hotel Hotel 89 Rooms 59,000 Banquet Facility NA 50,000 South Brunswick, NJ Schalk Station Land 36.8 acres Sussex, NJ Alpine Village Land 17.5 acres Montville, NJ _ Land 14.9 acres Lake Hopatcong, NJ _ Land 2.0 acres Jersey City, NJ Oakland-Washburn Land / Other 1.8 acres West Orange, NJ _ Land 0.6 acre - --------------------------------------------------------------------------------------------------------
Ms. Izak concluded: "We are pleased that The Wilshire Grand Hotel opened its hotel facility in August 2003 and is in the process of completing the construction of its banquet, conference center and spa facilities. As previously disclosed, Wilshire entered into a 25-year triple net lease with a well established company to operate this property." Wilshire is an American Stock Exchange listed corporation engaged in the ownership and management of real estate properties in Arizona, Florida, Georgia, New Jersey and Texas and in the exploration and development of oil and gas in the United States and Canada. Prior to June 30, 2003, the Company was called the Wilshire Oil Company of Texas. Page 2 Forward-Looking Statements The non-historical statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that the underlying assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The Company's business and prospects are subject to a number of risks which could cause actual results to differ materially from those reflected in such forward-looking statements, including uncertainties inherent in any attempt to sell one or more portions of the Company at an acceptable price, volatility of oil & gas prices, the need to develop and replace reserves, risks involved in exploration and drilling, uncertainties about estimates of reserves, environmental risks relating to the Company's oil & gas and real estate properties, competition, the substantial capital expenditures required to fund the Company's oil & gas and real estate operations, market and economic changes in areas where the Company holds real estate properties, interest rate fluctuations, government regulation, and the ability of the Company to implement its business strategy. A discussion of these and other risks and uncertainties are disclosed in the Company's 2002 Form 10-K filed with the Securities and Exchange Commission. Wilshire is being advised by Deloitte & Touche Corporate Finance, LLC. For stockholder inquiries: please contact Philip Kupperman, President, Wilshire Enterprises, Inc. at 201-420-2796 For transaction inquiries: please contact Daniel C. Pryor of Deloitte & Touche Corporate Finance LLC at 212-436-6545. SOURCE: Wilshire Enterprises, Inc. (WOC) Page 3 -----END PRIVACY-ENHANCED MESSAGE-----