EX-99.(A)(1)(III) 6 v156975_exa1iii.htm
 
Exhibit (a)(1)(iii)
 
NOTICE OF GUARANTEED DELIVERY
for Tender of Shares of Common Stock
of
Wilshire Enterprises, Inc.
 
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 4, 2009 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED.
 
As set forth in “The Offer – 2. Procedures for Tendering Shares” of the Offer to Purchase (as defined below), this Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if you want to tender your shares but:
 
 
·
your certificates for the shares are not immediately available or cannot be delivered to the Depositary by the expiration of the tender offer;
 
 
·
you cannot comply with the procedure for book-entry transfer by the expiration of the tender offer; or
 
 
·
your other required documents cannot be delivered to the Depositary by the expiration of the tender offer.
 
This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered to the Depositary by mail, overnight courier or by facsimile transmission prior to the expiration date. See “The Offer – 2. Procedures for Tendering Shares” of the Offer to Purchase (as defined below).
 
Deliver to:
Continental Stock Transfer & Trust Company,
the Depositary for the Tender Offer
 
Continental Stock Transfer & Trust Company
Attn: Reorganization Dept.
17 Battery Place, 8th Floor
New York, NY 10004

By Facsimile (for Eligible Institutions only):
Confirm Receipt of Facsimile by Telephone:
(212) 616-7610
(212) 509−4000 ext. 536
 
For this notice to be validly delivered, it must be received by the Depositary at the address listed above before the expiration of the tender offer. Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. Deliveries to Wilshire Enterprises, Inc., or the Information Agent will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depository Trust Company will not constitute valid delivery to the Depositary.
 
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 
 

 
 

 
Ladies and Gentlemen:
 
The undersigned hereby tenders to Wilshire Enterprises, Inc., a Delaware corporation (“Wilshire”) upon the terms and subject to the conditions set forth in its Offer to Purchase, dated August 10, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock of Wilshire, par value $1.00 per share (the “Common Stock”), listed below, pursuant to the guaranteed delivery procedures set forth in “The Offer – 2. Procedures for Tendering Shares” of the Offer to Purchase.
 
Number of shares to be tendered:  _________ shares
 
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
 
CONDITIONAL TENDER
(See Instruction 13 of the Letter of Transmittal)
 
Subject to the exception for odd lot holders, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date of the tender offer will be subject to proration. A stockholder may tender shares subject to the condition that a specified minimum number of the stockholder’s shares tendered in the tender offer must be purchased if any shares tendered are purchased, all as described in the Offer to Purchase, particularly in “The Offer – 5. Conditional Tender of Shares” of the Offer to Purchase. Unless at least the minimum number of shares indicated below is purchased by Wilshire pursuant to the terms of the Offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and Wilshire urges stockholders to consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.
 
¨      The minimum number of shares that must be purchased, if any are purchased, is:  ________ shares.
 
If, because of proration, the minimum number of shares designated will not be purchased, Wilshire may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:
 
¨      The tendered shares represent all shares held by the undersigned.
 
ODD LOTS
(See Instruction 14 of the Letter of Transmittal)
 
To be completed ONLY if shares are being tendered by or on behalf of a person owning, beneficially or of record, as of the close of business on the date set forth on the signature page hereto, an aggregate of fewer than 100 shares.
 
The undersigned either (check one box):
 
¨      is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or
 
¨      is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares beneficially owned by each such person.

 
 

 
 

 
CERTIFICATION BY NON-UNITED STATES HOLDERS
TENDERING ALL SHARES ACTUALLY AND CONSTRUCTIVELY OWNED
(To be completed only by Non-United States Holders who are tendering all of their shares.
See Instruction 10 of the Letter of Transmittal)
 
The undersigned represents that either (check one box):
 
¨      the undersigned is the beneficial or record owner of shares and is tendering all of the undersigned’s shares, including those owned directly and constructively (see “Special Factors – 8. Certain United States Federal Income Tax Consequences of the Offer” of the Offer to Purchase); or
 
¨      the undersigned is a broker, dealer, commercial bank, trust company or other nominee which: (a) is tendering, for the beneficial owner(s) thereof, shares with respect to which the undersigned is the record owner; and (b) believes, based upon representations made to the undersigned by such beneficial owners, that each such person is tendering all of their shares, including those owned directly and constructively (see “Special Factors – 8. Certain United States Federal Income Tax Consequences of the Offer” of the Offer to Purchase).

 
 

 
 

 
PLEASE SIGN ON THIS PAGE

Name(s) of Record Holder(s):
 
     
 
(Please Print)
 
 
Signature(s):
 
X
   
X
   
 
Address(es):
   
     
     
     
 
Zip code(s):
   
 
(Area code) and telephone number:
   
 
¨           If delivery will be by book-entry transfer, check this box
 
Name of tendering institution:
   
     
     
Account number:
   
     

 
 

 
 

 
GUARANTEE
 
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
 
The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Association Medallion Signature Guarantee Program, or an “Eligible Guarantor Institution,” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (i) that the above-named person(s) has a net long position in the shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) that such tender of shares complies with Rule 14e-4 and (iii) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the shares into the Depositary’s account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) and any other required documents, within three business days after the date of receipt by the Depositary.

 
X
 
Name of Eligible Institution
Guaranteeing Delivery
Authorized Signature
     
Address
 
Name (Print Name)
     
Zip Code
 
Title
     
   
Dated:                      , 2009
(Area Code) Telephone No.
   
 
This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
 
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.