-----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, VlHWOQACXNN7RQErNmxUWdVyjK2cQ99y7gnn1z4IjCHhbd7Yh6EknUTTq5qphByB uFdDkLUYutHF9GnsYE0/dg== 0001144204-07-029267.txt : 20070530 0001144204-07-029267.hdr.sgml : 20070530 20070530124258 ACCESSION NUMBER: 0001144204-07-029267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070529 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE ENTERPRISES INC CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] 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: 07886419 BUSINESS ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE OIL CO OF TEXAS DATE OF NAME CHANGE: 19920703 8-K 1 v077106_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 29, 2007

WILSHIRE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)


Delaware
 
1-4673
 
84-0513668
(State or incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
         
         
1 Gateway Center, Newark, NJ, 07102
(Address of principal executive offices)

(201) 420-2796
(Registrant’s telephone number, including area code)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 

 

Item 8.01  Other Events.

On May 29, 2007, the Registrant issued a press release, a copy of which is included as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1- Registrant’s Press Release, dated May 29, 2007.


 
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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.

     
 
WILSHIRE ENTERPRISES, INC.
(Registrant)
 
 
 
 
 
 
Dated: May 30, 2007 By:  
/s/ Francis J. Elenio
 
Francis J. Elenio
 
Senior Vice President and Chief Financial Officer

 
 
 
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EXHIBIT INDEX

Exhibit 99.1 - Registrant’s Press Release, dated May 29, 2007.

 
 
 
 
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EX-99.1 2 v077106_ex99-1.htm
WILSHIRE ENTERPRISES, INC.
ANNOUNCES BOARD NOMINATIONS

NEWARK, NJ - May 29, 2007 - Wilshire Enterprises, Inc. (AMEX: WOC) announced today that its Board of Directors accepted its Nominating Committee’s recommendation to nominate Ernest Wachtel and W. Martin Willschick, both existing directors of Wilshire Enterprises, for election to the Board at the Company’s 2007 Annual Meeting of Stockholders.

The Company’s Chairman and Chief Executive Officer previously received a letter from a stockholder of the Company (Full Value Partners L.P.) which stated that at the 2007 Annual Meeting, Full Value intended to nominate Andrew Dakos and Timothy Brog for election as directors of the Company and propose that the Company’s investment banker promptly conduct an auction to sell the Company to the highest bidder. The Nominating Committee and the Board decided not to nominate these two individuals.

The Committee and the Board believe that since the Company is actively engaged in exploring alternatives to maximize stockholder value, including exploring opportunities to sell or merge the Company, there was no need to nominate Full Value’s nominees. In addition, the Nominating Committee interviewed these individuals and considered their qualifications in making its decision.

About Wilshire Enterprises

Wilshire is engaged primarily in the ownership and management of real estate investments in Arizona, Florida, Texas and New Jersey. Wilshire’s portfolio of properties includes 5 rental apartment properties with 950 units, 15 condominium units, 4 buildings with 231,000 square feet of office and retail space and slightly over 18 acres of land.

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. Such forward-looking statements are subject to several risks and uncertainties that could cause actual results to differ materially from such statements. Such risks and uncertainties include the impact of market, economic and competitive conditions on the Company and others, and the difficulty of predicting the outcome of the process that the Company is pursuing with is investment banker, as well as other risks and uncertainties disclosed in the Company's 2006 Form 10-K filed with the Securities and Exchange Commission. There can be no assurance that the exploration of strategic alternatives will result in any transactions.

Company Contact: Sherry Wilzig Izak, Chairman, 201-420-2796
Agency Contact: Neil Berkman, Berkman Associates, 310-826-5051
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