-----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, RNRoY9qtIp9xvcnk8AHjD7BZPzuU5c78s5cXwPLRaCJDePGrPDVCRCPsYOqTwPuq wTaQsqDh2YOHE/mXO1i/4g== 0001125282-04-001759.txt : 20040426 0001125282-04-001759.hdr.sgml : 20040426 20040426131031 ACCESSION NUMBER: 0001125282-04-001759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040426 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: 04753553 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 b331567_8k.txt FORM 8K FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2004 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 April 23, 2004 ---------------------- ----------------------------------------------------- ITEM 9. Regulation FD Disclosure The Company today issued a press release attached as Exhibit 99.1 to announce that it has sold its U.S. oil and gas business. This report is being furnished pursuant to Item 9. 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: April 26, 2004 WILSHIRE ENTERPRISES, INC. (Registrant) By: /s/ Philip G. Kupperman ------------------------- Philip Kupperman President EX-99.1 2 b331567ex99_1.txt PRESS RELEASE Exhibit 99.1 WILSHIRE ENTERPRISES, INC. ANNOUNCES For IMMEDIATE RELEASE CONSUMMATION OF THE SALE OF ITS AMEX: WOC U.S. OIL AND GAS BUSINESS JERSEY CITY, N.J., April 23, 2004. Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) announced today that it consummated the sale of its U.S. oil and gas business to Crow Creek Energy LLC, a Tulsa, Oklahoma based privately held portfolio company of Natural Gas Partners of Dallas, Texas, for $13.3 million in gross proceeds (before potential post closing adjustments). Chairman and Chief Executive Officer Sherry Wilzig Izak stated: "Completing the sale of the U.S. oil and gas business today and the Canadian oil and gas business on April 8th, as previously announced, are important milestones for the Company. The Company has strengthened its balance sheet with the anticipated net proceeds of the sale, freed management to continue delivering value to customers and shareholders, and provided investors or potential merger partners with an opportunity to focus on the value of our core real estate business." Ms. Izak added: "The marketing process conducted by our investment bankers resulted in the Company receiving numerous bids for both the U.S. and Canadian oil and gas businesses. As a result, we were able to negotiate with the purchasers what we believe to be favorable pricing and terms for the sale of these businesses. Although we initially announced gross proceeds of $13.7 million from the sale of our U.S. oil and gas properties, the pre-closing process resulted in certain adjustments that were fairly negotiated by both sides to the transaction." She concluded by saying: "Unfortunately, I will be bidding a fond farewell to our many loyal and capable employees in the divested U.S. and Canadian oil and gas businesses and will wish them much success and happiness. Parting ways with these employees will be a difficult but necessary outcome of the Company's initial actions to maximize shareholder value. We will miss them." ABOUT WILSHIRE ENTERPRISES: Wilshire is an American Stock Exchange listed corporation engaged in real estate investment including the acquisition, ownership and management of real estate properties or real estate related securities in the United States. It currently has operations in Arizona, Texas, New Jersey, Florida and Georgia. 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 2003 Form 10-K filed with the Securities and Exchange Commission. Wilshire is being advised by Deloitte & Touche Corporate Finance, LLC and White Stone Energy, LLC. For stockholder inquiries: please contact Philip G. 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. -----END PRIVACY-ENHANCED MESSAGE-----