-----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, HGAflFjg1zNfU+HJgZscMPDbi81qO0ZAE0cVYSvDhhH/cyzA4ELQyOFIcdP9l9C1 jwkAIs4hq7vAAI4BZNuYMw== 0001144204-08-045348.txt : 20080811 0001144204-08-045348.hdr.sgml : 20080811 20080811163146 ACCESSION NUMBER: 0001144204-08-045348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080808 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 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: 081006742 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 v122798_8k.htm Unassociated Document
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): August 8, 2008

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)

¨
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 August 11, 2008, Wilshire Enterprises, Inc. ("Wilshire" or the "Company") issued a press release. A copy of the press release is attached to this filing as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1-- Registrant’s Press Release, dated August 11, 2008.

 



 
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.

 
     
 
WILSHIRE ENTERPRISES, INC.
(Registrant)
 
 
 
 
 
 
Dated: August 11, 2008 By:   /s/ Sherry Wilzig Izak
 

Sherry Wilzig Izak
 
Chairman of the Board and
Chief Executive Officer
 

 


 
3


EXHIBIT INDEX

 
Exhibit 99.1-- Registrant’s Press Release, dated August 11, 2008.
.

 
4


EX-99.1 2 v122798_ex99-1.htm Unassociated Document
FOR IMMEDIATE RELEASE
AMEX: WOC

Wilshire Enterprises, Inc. Announces Lawsuit; Allegations Without Merit

NEWARK, N.J., August 11, 2008 - Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) announced that a purported class action complaint has been filed in connection with the proposed merger of the Company with a wholly owned subsidiary of NWJ Apartment Holdings Corp., an affiliate of NWJ Companies, Inc., a privately owned real estate development company. The complaint alleges, among other things, that the merger consideration is unfair and that the Company's definitive proxy materials were deficient in certain respects. It seeks preliminary and permanent injunctive relief, money damages, attorney’s fees and costs. The Company regards the allegations in the complaint as completely without merit, and intends to vigorously defend the action.


 
 

 



FORWARD-LOOKING STATEMENT:

Any 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. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Wilshire may be adversely affected by other economic, business, and/or competitive factors, as well as other risks and uncertainties disclosed in Wilshire's 2007 Annual Report on Form 10-K and in its definitive proxy materials filed with the Securities and Exchange Commission. 


 
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:
 
 
In connection with the proposed merger, Wilshire filed a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Wilshire security holders and other interested parties also may obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail to the Company at 1 Gateway Center, Newark, New Jersey, or by telephone to 201-420-2796.
 
 
Wilshire and its directors and officers may be deemed to be participants in the solicitation of proxies from Wilshire's stockholders with respect to the merger. Information about Wilshire's directors and officers and their ownership of Wilshire common stock is set forth in the proxy statement relating to the merger.
 


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

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