8-K

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): September 10, 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.

As previously disclosed in the definitive proxy statement filed by Wilshire Enterprises, Inc., a Delaware corporation (the “Company” or “Wilshire”) with the Securities and Exchange Commission (“SEC”) on August 5, 2008 (the “Proxy Statement”), the Company has entered into an Agreement and Plan of Merger dated as of June 13, 2008 with NWJ Apartment Holdings Corp. (“NWJ”) and NWJ Acquisition Corp., a wholly-owned subsidiary of NWJ (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation upon the completion of the merger (the “Merger”).

On August 8, 2008, a complaint was filed in the Chancery Court of New Jersey, General Equity, in Essex County, by Pennsylvania Avenue Funds as plaintiff individually and on behalf of the public stockholders of Wilshire in connection with the proposed Merger. Wilshire, its directors, NWJ and the Merger Sub are named as defendants. The complaint alleges three causes of action: (i) breach of fiduciary duty by the directors as a result of their alleged failure to maximize shareholder value, (ii) breach of fiduciary duty by the directors as a result of their alleged failure to disclose to Wilshire’s stockholders all information material to the stockholders’ decision about the merger and (iii) aiding and abetting by the NWJ entities of the directors’ alleged breach of fiduciary duties.

On September 10, 2008, Wilshire and the other defendants entered into a memorandum of understanding, dated September 9, 2008, with plaintiff’s counsel (referred to herein as the “Memorandum of Understanding”) pursuant to which Wilshire, the other named defendants and the plaintiff have agreed to settle the above-mentioned lawsuit subject to court approval. Pursuant to the terms of the Memorandum of Understanding, on September 10, 2008, the Company filed a proxy statement supplement (the “Proxy Supplement”) with the SEC. The Proxy Supplement sets forth certain additional disclosures the Company agreed to make in connection with the settlement of the lawsuit, although Wilshire has not admitted in any way that those disclosures are material or otherwise required by law. The Memorandum of Understanding further contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to the Company’s stockholders and consummation of the merger. Thus, the settlement will be put before the court for final approval only after notice of the settlement has been provided to all stockholders, as the litigation purports to be a class action on behalf of all public stockholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement which, if finally approved by the court, will resolve all of the claims that were or could have been brought, including all claims relating to the merger, the merger agreement and any disclosure made in connection therewith. If the court does approve of the settlement after the notice period, then all public stockholders who did not elect to opt out of such settlement will be bound thereby. In addition, in connection with the settlement and as provided in the Memorandum of Understanding, the parties contemplate that the plaintiff’s counsel will seek an award of attorneys’ fees and expenses in an amount of up to $215,000.00 as part of the settlement, which amount is also subject to court approval. The settlement will not affect the merger consideration of $3.88 per share in cash for each of the approximately 7.9 million Wilshire common shares outstanding.

-2-

There can be no assurances that the parties will ultimately enter into a stipulation of settlement or that the court will approve such a settlement. In such event, the proposed settlement as set forth in the Memorandum of Understanding may be terminated. The Company and the other named defendants vigorously deny all liability with respect to the facts and claims alleged in the complaint, and specifically deny that any further supplemental disclosure was required under any applicable rule, statute, regulation or law. However, to avoid the risk of delaying or adversely affecting the merger and the related transactions, to minimize the expense of defending the complaint, and to provide additional information to the Company’s stockholders at a time and in a manner that would not cause any delay of the merger, the Company and the other named defendants agreed to the settlement described above. The Company and the other named defendants further considered it desirable that this matter be settled to avoid the substantial burden, expense, risk, inconvenience and distraction of litigation and to eliminate the risk of any delay to the closing of the merger.

A copy of the Proxy Supplement is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference. The foregoing description of the Memorandum of Understanding is qualified in its entirety by reference to the summary thereof set forth in the Proxy Supplement.

Important Additional Information

In connection with the Company’s special meeting of stockholders scheduled for September 17, 2008, investors and security holders are advised to read the Proxy Statement and Proxy Supplement filed by the Company with the SEC. Investors and security holders may obtain a free copy of the Proxy Statement and Proxy Supplement free of charge at the SEC’s website at www.sec.gov or by contacting the Company at 1 Gateway Center, Newark, New Jersey 07102, (201) 420-2796.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 - Proxy Statement Supplement, dated September 10, 2008.

Exhibit 99.2 – Press Release of the Company, dated September 10, 2008.

-3-

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 10, 2008	WILSHIRE ENTERPRISES, INC.
	(Registrant)
	By:	/s/ Sherry Wilzig Izak
		Sherry Wilzig Izak
		Chairman of the Board and Chief Executive Officer

-4-

EXHIBIT INDEX

Exhibit 99.1 - Proxy Statement Supplement, dated September 10, 2008.

Exhibit 99.2 – Press Release of the Company, dated September 10, 2008.

-5-

EX-99.1

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

WILSHIRE ENTERPRISES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

WILSHIRE ENTERPRISES, INC.
1 GATEWAY CENTER
NEWARK, NEW JERSEY 07102

September 10, 2008

PROXY STATEMENT SUPPLEMENT

Dear Wilshire Enterprises Stockholder:

On or about August 5, 2008, we mailed to you a definitive proxy statement relating to a special meeting of stockholders of Wilshire Enterprises, Inc. (the “Company” or “Wilshire”) to be held at the offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey at 11:30 A.M. on Wednesday, September 17, 2008 for the purpose of voting on the adoption of a merger agreement pursuant to which a wholly-owned subsidiary of NWJ Apartment Holdings Corp., an affiliate of NWJ Companies, will be merged with and into Wilshire, for a merger consideration of $3.88 per share in cash, without interest.

On August 8, 2008, a complaint was filed in the Chancery Court of New Jersey, General Equity, in Essex County, by Pennsylvania Avenue Funds as plaintiff individually and on behalf of the public stockholders of Wilshire in connection with the proposed merger described in the merger agreement. Wilshire, its directors, NWJ Apartment Holdings Corp. and NWJ Acquisition Corp. are named as defendants. The complaint alleges, among other things, three causes of action: (i) breach of fiduciary duty by the directors as a result of their alleged failure to maximize shareholder value, (ii) breach of fiduciary duty by the directors as a result of their alleged failure to disclose to Wilshire's stockholders all information material to the stockholders' decision about the merger and (iii) aiding and abetting by the NWJ entities of the directors’ alleged breach of fiduciary duties. The complaint seeks, among other things, certification of the litigation as a class action, for plaintiff to be appointed class representative, preliminary and permanent injunctive relief against the proposed transaction, an accounting, costs, disbursements and attorneys’ fees and such other relief as the Court determines appropriate.

Solely to avoid the costs, risks and uncertainties inherent in litigation and to allow stockholders to vote on the proposal to adopt the merger agreement at the scheduled meeting, Wilshire and the other defendants have entered into a memorandum of understanding with plaintiff's counsel (which we refer to as the “Memorandum of Understanding”) pursuant to which Wilshire, the other named defendants and the plaintiff have agreed to settle the above-mentioned lawsuit subject to court approval. If the court approves the settlement, the lawsuit will be dismissed with prejudice.

In the Memorandum of Understanding, Wilshire agreed to provide certain additional information to stockholders through the transmission of this proxy statement supplement to Wilshire's stockholders. Without admitting in any way that the disclosures below are material or otherwise required by law, Wilshire makes the following supplemental disclosures:

Under the caption “BACKGROUND TO THE PROPOSAL RELATING TO THE MERGER”, our proxy statement is supplemented as follows:

Additional Information Regarding the Potential Investors and the Preliminary Offers

As discussed in our proxy statement, in June 2007, at the direction of our board of directors, Friedman, Billings, Ramsey & Co., Inc., or FBR, contacted 91 parties, consisting of 46 strategic buyers and 45 financial buyers, to determine their potential interest in acquiring Wilshire. In addition, FBR responded to inquiries received from other parties following Wilshire’s public announcement that it was exploring strategic alternatives. The 31 parties that expressed interest during this process and executed a confidentiality agreement received an information memorandum prepared by FBR and management of Wilshire concerning the potential sale or merger of Wilshire.

As discussed in our proxy statement, a telephonic meeting of our board of directors was held on July 5, 2007 to review and discuss the preliminary bids submitted to FBR by potential buyers. The preliminary non-binding offers ranged from $3.40 per share to $6.35 per share in cash, although many of the preliminary offers contained substantial contingencies and conditions and the offers at the higher end of the range did not address certain financial terms, such as closing and defeasance costs, among other things. After full discussion of the offers, our board of directors authorized FBR to invite three of the bidders, including NWJ, into a

1

“second round” of due diligence and to ask those parties to provide “best and final” bids, as well as comments to a draft merger agreement prepared by us, to FBR by July 27, 2007. Following this meeting, FBR conveyed the board’s instructions to the three parties and undertook further discussions with these parties.

Additional Information Regarding the Go Shop Period

As discussed in our proxy statement, under the terms of the merger agreement, Wilshire had the right to initiate, solicit and encourage alternative acquisition proposals during a so-called “go shop” period that ran from June 16, 2008 to July 16, 2008. The existence of this go shop period was publicly disclosed in the press release that we issued on June 16, 2008 announcing the signing of the merger agreement. Furthermore, the details of the go shop process were described in the merger agreement, the text of which was publicly disclosed in our Current Report on Form 8-K filed with the SEC on June 16, 2008. During the go shop period, FBR contacted approximately 20 financial buyers and 31 strategic buyers (37 of which were among the potential buyers that FBR had originally contacted and 21 of which had previously expressed interest and executed a confidentiality agreement) to solicit their interest in a possible alternative transaction. As mentioned in the proxy statement, none of the parties contacted submitted an acquisition proposal during the go shop period.

Additional Disclosure Regarding Our Board's Deliberations

As discussed in our proxy statement, we were unable to reach agreement with a prior bidder regarding the terms of a definitive merger agreement by the time that the prior bidder's exclusivity agreement terminated in October 2007. Although the prior bidder agreed to structure the transaction as a merger and not as a sale of assets, the detailed conditions of closing sought by the prior bidder were perceived by our negotiating team to be more consistent with the purchase of specific assets from a private company than with the acquisition of a public company by means of a merger agreement. Our negotiators believed that the level of detail sought by the prior bidder increased our risk during the period between the signing of the merger agreement and the closing.

Under the caption “PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT PURSUANT TO WHICH A WHOLLY-OWNED SUBSIDIARY OF NWJ WILL MERGE WITH AND INTO WILSHIRE FOR A MERGER CONSIDERATION TO THE STOCKHOLDERS OF WILSHIRE OF $3.88 PER SHARE IN CASH — Opinion of Financial Advisor”, our proxy statement is supplemented as follows:

Additional Information Regarding the Comparable Precedent Transactions Analysis

One of the analyses performed by FBR in connection with rendering its opinion to our board of directors was a comparable precedent transactions analysis. FBR reviewed publicly available information with respect to transactions having a transaction value of less than $2.0 billion within the publicly traded multifamily sector that were announced from December 2005 to June 2007. The following three transactions met this criteria:

Target	Acquirer
America First Apartment Investors	Sentinel Real Estate
BNP Residential Properties	Babcock & Brown Lmtd.
Town & Country	Morgan Stanley, Onex, Sawyer Realty

Additional Disclosure Regarding the Net Asset Value Analysis

Another analysis performed by FBR in connection with rendering its opinion to our board of directors was a net asset value analysis. As discussed in our proxy statement, FBR calculated net asset values per common share for our company utilizing both a comparable portfolio transaction method and a private market transaction method.

2

Portfolio Transaction.  Using information provided by our management and publicly available information with respect to the following two portfolio transactions within the multifamily sector that occurred between January 2008 and March 2008, FBR calculated net asset value per common share for our company.

Seller	Acquiror	Reported Capitalization Rate
Associated Estates	Private Buyer	7.0%
UDR, Inc.	DRA Advisors	6.56%

FBR applied the high, mean and low capitalization rates for the comparable portfolio transactions to the net operating income of our multifamily assets calculated on a cash basis for the period from May 1, 2007 through April 30, 2008, after assumed capital expenditure reserves. FBR added to this calculation estimated values of our other assets, including an implied value for our office assets determined by applying capitalization rates ranging from 6.9% to 7.8% to our office properties based on comparable buildings based on data from Real Capital Analytics. FBR estimated a value for our non-income producing assets based upon several factors, including historical offers from third parties, recent comparable sales, comparable broker listings and other factors. FBR then subtracted from such gross asset values all debt and assumed sales commissions, a discount factor of 87.0% based on an assumed time period to sell the portfolio and assumed cost of capital, taxes, estimated negative cash from operations and defeasance costs, which would be incurred assuming a portfolio sale of assets. FBR calculated the implied net asset value per share by dividing the calculated aggregate net asset value by the number of shares of our common stock outstanding as of March 31, 2008, including the dilutive effect of options at the implied stock price. Based on these assumptions, this portfolio net asset value analysis implied a range of value for our common stock of $2.94 to $3.59 per share as shown in the table below.

Capitalization Rate	Implied per Share Value
7.0%		$ 2.94
6.78%		$3.25
6.56%		$3.59

Asset Transaction.  FBR also calculated a net asset value for our company by calculating the value of each property with positive net operating income in our portfolio, based upon information for certain private market transactions involving the sale of individual comparable properties, in the multifamily and office segments, based upon data from Real Capital Analytics. In determining comparable properties, FBR considered many factors, including the location, age and size of the properties. FBR utilized capitalization rates ranging from 5.9% to 8.5% for our multifamily properties, and capitalization rates of 6.9% to 7.8% for our office properties.

FBR applied a range of capitalization rates derived from the comparable private market transactions to the net operating income of our multifamily and office assets calculated for the twelve month period ended April 30, 2008. FBR added to this calculation estimated values for our non-income producing properties based upon several factors, including historical offers from third parties, recent comparable sales, comparable broker listings and other factors. FBR then subtracted from such gross asset values all debt and assumed sales commissions, a discount factor of 87.0% based on an assumed time period to sell the portfolio, an assumed cost of capital, taxes, estimated negative cash from operations and defeasance costs, which would be incurred assuming a liquidation of assets. FBR calculated the implied net asset value per share by dividing the calculated aggregate net asset values by the number of shares of our common stock outstanding as of March 31, 2008, including the dilutive effect of options at the implied per share value. Based on these assumptions, this net asset value analysis implied a range of value for our common stock of $3.57 to $4.23 per share.

3

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING INFORMATION

This proxy statement supplement, and the documents to which we refer you in this proxy statement supplement, contain forward-looking statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of Wilshire, the expected completion and timing of the merger, and other information relating to the merger and the related financing. Forward-looking statements typically are made in statements containing the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “estimates” or other similar expressions. For each of these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of Wilshire. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement supplement or elsewhere as a result of new information, future events or otherwise. There are many factors that may cause actual results to differ materially from those contemplated by our forward-looking statements, including the factors disclosed by us under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007 and under the caption “Risk Factors Related to the Merger” presented in our proxy statement.

FURTHER INFORMATION

If you have questions about the special meeting, the merger or the merger agreement or if you need additional copies of the proxy statement, the proxy card or this proxy statement supplement, you should contact:

Francis J. Elenio, Secretary
Wilshire Enterprises, Inc.
1 Gateway Center
Newark, New Jersey 07102
Phone: 201-420-2796
Fax: 201-420-6012
Email: feleniowilshirewoc.com

You may also contact our proxy solicitation agent, The Altman Group, toll free at 800-398-3191. If your broker holds your shares, you should call your broker for additional information.

*****

Our board of directors has approved the merger agreement and the merger and has determined that the merger agreement and the merger are fair to, and in the best interest of, Wilshire and our stockholders. Our board of directors continues to recommend that our stockholders vote “FOR” the adoption of the merger agreement and “FOR” the adjournment of the special meeting, if necessary, to solicit additional proxies, as described in our proxy statement.

4

We hope that you will attend the special meeting, and look forward to your presence. With respect to the steps to be taken to vote your shares:

• If you have already voted, you are not required to take any further action. If you have already voted but wish to change your vote, you may do so by following the directions provided in our proxy statement.

• If you have not yet voted your shares, EVEN IF YOU PLAN TO ATTEND, YOU ARE URGED TO EITHER SUBMIT A PROXY FOR YOUR SHARES ELECTRONICALLY ON THE INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING AND RETURNING THE WHITE PROXY CARD. If you wish to change your vote or vote differently in person, your proxy may be revoked at any time prior to the time it is voted at the special meeting.

/s/ S. Wilzig Izak    
S. WILZIG IZAK
Chairman of the Board

Dated: September 10, 2008

5

EX-99.2

FOR IMMEDIATE RELEASE

AMEX: WOC

Wilshire Enterprises, Inc. And Other Defendants Enter into Memorandum of Understanding with Plaintiff; Wilshire Continues to Deny All Liability

NEWARK, N.J., September 10, 2008 – Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) previously announced that a purported class action complaint was 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. Wilshire and the other named defendants have entered into a memorandum of understanding (“MOU”) with plaintiff’s counsel to settle and dismiss the lawsuit in connection with the proposed merger, subject to court approval.

Pursuant to the MOU, Wilshire has filed a proxy statement supplement with the Securities and Exchange Commission, which can be accessed free of charge at the SEC’s website at www.sec.gov. The proxy statement supplement contains certain additional disclosures the Company agreed to make in connection with the settlement of the lawsuit, although Wilshire has not admitted in any way that those disclosures are material or otherwise required by law. In connection with the settlement and as provided in the memorandum of understanding, the parties contemplate that the plaintiff’s counsel will seek an award of attorneys’ fees and expenses in an amount of up to $215,000.00 as part of the settlement, which amount is also subject to court approval. The settlement will not affect the merger consideration of $3.88 per share in cash for each of the approximately 7.9 million Wilshire common shares outstanding.

The Company continues to vigorously deny all of the allegations in the complaint, but has agreed to settle the matter to avoid the risk of delaying or adversely affecting the proposed merger and to minimize the expense of defending the complaint.

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

-2-