SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
WILSHIRE
ENTERPRISES, INC.
(Name of
Subject Company (Issuer))
WILSHIRE
ENTERPRISES, INC. (Offeror and Issuer)
(Names of
Filing Persons (identifying status as offeror, issuer or other person))
Common
Stock, $1.00 par value
(including
the associated preferred share purchase rights)
(Title of
Class of Securities)
971889100
(CUSIP
Number of Class of Securities)
Sherry
Wilzig Izak
Chairman
of the Board and Chief Executive Officer
Wilshire
Enterprises, Inc.
1
Gateway Center
Newark,
NJ 07102
(201)
420-2796
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copy
to:
Dennis
J. Block, Esq.
Cadwalader,
Wickersham & Taft LLP
One
World Financial Center
New
York, NY 10281
(212)
504-5555
Calculation
of Filing Fee
|
*
|
The
transaction value is estimated only for purposes of calculating the filing
fee. This amount is based on the purchase of 4,000,000 shares of common
stock, $1.00 par value, at the price of $2.00 per
share.
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**
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The
amount of the filing fee, calculated in accordance with
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended,
equals $55.80 per million dollars of the value of the
transaction.
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¨
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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|
Amount
Previously Paid: N/A
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Filing
Party: N/A
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Form
or Registration No.: N/A
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Date
Filed: N/A
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¨
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes to designate any transactions to which the statement
relates:
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¨
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third
party tender offer subject to
Rule 14d-1.
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x
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issuer
tender offer subject to
Rule 13e-4.
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x
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going-private
transaction subject to
Rule 13e-3.
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¨
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amendment
to Schedule 13D under
Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
¨
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
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¨
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Rule
13e-4(i) (Cross-Border Issuer Tender
Offer)
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¨
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Rule
14d-1(d) (Cross-Border Third-Party Tender
Offer)
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This
Tender Offer Statement on Schedule TO relates to the offer by Wilshire
Enterprises, Inc., a Delaware corporation (“Wilshire” or the “Company”), to
purchase up to 4,000,000 shares of its common stock, $1.00 par value per share,
including the associated preferred share purchase rights issued under the
Qualified Offer Plan Rights Agreement, dated as of December 4, 2008, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the
“Common Stock”), at a purchase price of $2.00 per share, net to the seller in
cash, less any applicable withholding taxes and without interest. Wilshire’s
offer is being made upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 10, 2009 (the “Offer to Purchase”) and in the
related Letter of Transmittal, copies of which are attached to this
Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which
together, as amended or supplemented from time to time, constitute the
“Offer”).
Item
1. Summary Term Sheet.
The
information contained in the Offer to Purchase under the caption “Summary Term
Sheet” is incorporated herein by reference.
Item
2. Subject Company Information.
(a)
Name and Address
: The
name of the subject company is Wilshire Enterprises, Inc., a Delaware
corporation, and the address of its principal executive office and its mailing
address is 1 Gateway Center, Newark, New Jersey 07102. The telephone number of
its principal executive offices is (201) 420-2796.
(b)
Securities
: The
information contained in the Offer to Purchase under the caption “Introduction”
is incorporated herein by reference.
(c)
Trading Market and
Price
: The information contained in the Offer to Purchase under the
captions “Introduction” and “The Offer – 7. Price Range of Shares; Dividends” is
incorporated herein by reference.
(d)
Dividends
. The Company
has not paid any dividends during the past two years with respect to its Common
Stock. There are no current restrictions preventing the Company from declaring
dividends now or in the future.
(e)
Prior Public Offerings
.
The Company has not made any underwritten public offerings of its Common Stock
during the past three years.
(f)
Prior Stock Purchases
.
The Company has not purchased any of its Common Stock during the past two
years.
Item
3. Identity and Background of Filing Person.
(a)
Name and Address
:
The name of the filing
person is Wilshire Enterprises, Inc. The filing person is the subject company.
The information contained in the Offer to Purchase under the caption “The Offer
– 9. Certain Information Concerning Us” is incorporated herein by
reference.
(b)
Business and Background
:
The Company is a Delaware corporation and is engaged in acquiring, owning and
managing real estate properties and real estate related securities. The
Company’s real estate holdings are located in the states of Arizona, New Jersey
and Texas. The Company’s real estate holdings are owned both in its own name and
through holding companies and limited liability companies. The Company also
maintains investments in marketable securities, which are classified as
available-for-sale.
The
Company has not been convicted in any criminal proceeding during the last five
years. The Company has not been a party to any judicial or administrative
proceeding during the last five years that resulted in a judgment, decree or
final order enjoining it from future violations of, or prohibiting activities
subject to, federal or state securities laws.
(c)
Business and Background of
Natural Persons
: The information contained in the Offer to Purchase under
the caption “Special Factors – 7. Interests of Directors and Executive Officers;
Potential Conflicts of Interest; Transactions and Arrangements Concerning
Shares” is incorporated herein by reference.
Item
4. Terms of the Transaction.
(a)
Material Terms
:
The information
contained in the Offer to Purchase under the following captions is incorporated
herein by reference: “Introduction”, “Summary Term Sheet”, “Special Factors – 7.
Interests of Directors and Executive Officers; Potential Conflicts of Interest;
Transactions and Arrangements Concerning Shares”, “Special Factors – 8. Certain
United States Federal Income Tax Consequences of the Offer”, “The Offer – 1.
Number of Shares; Proration”, “The Offer – 2. Procedures for Tendering Shares”,
“The Offer – 3. Withdrawal Rights”, “The Offer – 4. Purchase of Shares and
Payment of Purchase Price”, “The Offer – 5. Conditional Tender of Shares”, “The
Offer – 6. Conditions of the Offer” and “The Offer – 11. Extension of the Offer;
Termination; Amendment”.
(b)
Purchases
. The
information contained in the Offer to Purchase under the caption “Special
Factors – 7. Interests of Directors and Executive Officers; Potential Conflicts
of Interest; Transactions and Arrangements Concerning Shares” is incorporated
herein by reference.
(c)
Different Terms
. The
information contained in the Offer to Purchase under the caption “The Offer – 1.
Number of Shares; Proration” is incorporated by reference herein.
(d)
Appraisal Rights
.
Appraisal rights are not available.
(e)
Provisions for Unaffiliated
Security Holders
. No provisions have been made to grant unaffiliated
security holders access to the corporate files of the filing person or to obtain
counsel or appraisal services at the expense of the Company.
(f)
Eligibility for Listing or
Trading
. Not applicable. The consideration offered to security holders is
cash.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
(a)
Transactions
. The
information contained in the Offer to Purchase under the caption “Special
Factors – 7. Interests of Directors and Executive Officers; Potential Conflicts
of Interest; Transactions and Arrangements Concerning Shares” is incorporated
herein by reference.
(b)
Significant Corporate
Events
. The information contained in the Offer to Purchase under the
caption “Special Factors – 2. Background of the Offer” is incorporated herein by
reference.
(c)
Negotiations or
Contacts
. The information contained in the Offer to Purchase under the
caption “Special Factors – 2. Background of the Offer” is incorporated herein by
reference.
(d)
Conflicts of Interests
:
The information contained in the Offer to Purchase under the caption “Special
Factors – 7. Interests of Directors and Executive Officers; Potential Conflicts
of Interest; Transactions and Arrangements Concerning Shares” is incorporated
herein by reference.
(e)
Agreements Involving the
Subject Company’s Securities
: The information contained in the Offer to
Purchase under the caption “Special Factors – 7. Interests of Directors and
Executive Officers; Potential Conflicts of Interest; Transactions and
Arrangements Concerning Shares” is incorporated herein by
reference.
Item
6. Purposes of the Transaction and Plans or Proposals.
(a)
Purposes
:
The information
contained in the Offer to Purchase under the caption “Special Factors – 1.
Purposes of the Offer” is incorporated herein by reference.
(b)
Use of the Securities
Acquired
: The information contained in the Offer to Purchase under the
caption “Special Factors – 6. Effects of the Offer” is incorporated herein by
reference.
(c)
Plans
:
(1) Not applicable. There
are no plans, proposals or negotiations that relate to or would result in any
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries.
(2) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in any purchase, sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries.
(3) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in any material change
in the present dividend rate or policy, or indebtedness or capitalization of the
Company.
(4) Not applicable.
There are no plans,
proposals or negotiations that relate to or would result in any change in the
present board of directors or management of the Company. There are no
plans or proposals to change the number or the term of directors or to fill any
existing vacancies on the board or to change any material term of the employment
contract of any executive officer.
(5) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in any other material
change in the Company’s corporate structure or business.
(6) The information contained in the
Offer to Purchase under the captions “Special Factors – 5. Our Plans After the
Offer” and “Special Factors – 6. Effects of the Offer” is incorporated herein by
reference.
(7) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in any class of equity
securities of the Company becoming eligible for termination of registration
under Section 12(g)(4) of the Exchange Act.
(8) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in the suspension of
the Company’s obligation to file reports under Section 15(d) of the Exchange
Act.
(9) Not applicable. There are no plans,
proposals or negotiations that relate to or would result in the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company.
(10) Not applicable. There are no
plans, proposals or negotiations that relate to or would result in any changes
to the Company’s charter, bylaws or other governing instruments or other actions
that could impede the acquisition of control of the Company.
Item
7. Source and Amount of Funds or Other Consideration.
(a)
Source of Funds
:
The information
contained in the Offer to Purchase under the caption “The Offer – 8. Source and
Amount of Funds” is incorporated herein by reference.
(b)
Conditions
: Not
applicable.
(c)
Expenses
: The
information contained in the Offer to Purchase under the caption “The Offer –
12. Fees and Expenses” is incorporated herein by reference.
(d)
Borrowed Funds
: Not
applicable.
Item
8. Interest in Securities of the Subject Company.
(a)
Securities
Ownership
:
The information
contained in the Offer to Purchase under the caption “Special Factors – 7.
Interests of Directors and Executive Officers; Potential Conflicts of Interest;
Transactions and Arrangements Concerning Shares” is incorporated herein by
reference.
(b)
Securities
Transactions
:
The information
contained in the Offer to Purchase under the caption “Special Factors – 7.
Interests of Directors and Executive Officers; Potential Conflicts of Interest;
Transactions and Arrangements Concerning Shares” is incorporated herein by
reference.
Item
9. Persons/Assets, Retained, Employed, Compensated or Used.
(a)
Solicitations or
Recommendations
: The information contained in the Offer to Purchase under
the caption “The Offer – 12. Fees and Expenses” is incorporated herein by
reference.
(b)
Employees and Corporate
Assets
: The information contained in the Offer to Purchase under the
caption “The Offer – 12. Fees and Expenses” is incorporated herein by
reference.
Item
10. Financial Statements.
(a)
Financial
Information
:
(1) The Company’s audited financial
statements for the fiscal years ended December 31, 2007 and 2008 are
incorporated herein by reference to Item 8 of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, as amended by Amendment
No. 1 on Form 10-K/A filed on April 30, 2009.
(2) The unaudited financial statements
for the Company included in Part 1, Item 1 of the Company’s Form 10-Q for the
quarter ended June 30, 2009, are incorporated herein by reference.
(3) Ratio of Earnings to Fixed Charges.
Not applicable. There are no securities being registered.
(4) Book Value. The information
contained in the Offer to Purchase under the caption “The Offer – 9. Certain
Information Concerning Us” is incorporated herein by reference.
(b)
Pro Forma
Information
.
(1) Pro Forma Balance Sheet at June 30,
2009. The information contained in the Offer to Purchase under the caption “The
Offer – 9. Certain Information Concerning Us” is incorporated herein by
reference.
(2) Pro Forma Statement of Income and
Earnings Per Share for the Six Months Ended June 30, 2009. The information
contained in the Offer to Purchase under the caption “The Offer – 9. Certain
Information Concerning Us” is incorporated herein by reference.
(3) Pro Forma Book Value Per Share at
June 30, 2009. The information contained in the Offer to Purchase under the
caption “The Offer – 9. Certain Information Concerning Us” is incorporated
herein by reference.
Item
11. Additional Information.
(a)
Agreements, Regulatory
Requirements and Legal Proceedings
: The information contained in the
Offer to Purchase under the captions “Special Factors – 7. Interests of
Directors and Executive Officers; Potential Conflicts of Interest; Transactions
and Arrangements Concerning Shares” and “The Offer – 10. Certain Legal Matters;
Regulatory Approvals” is incorporated herein by reference.
(b)
Other Material
Information
: The information contained in the Offer to Purchase and the
related Letter of Transmittal, a copy of which is filed with this
Schedule TO as Exhibit (a)(1)(ii) hereto, is incorporated herein by
reference.
Item
12. Exhibits.
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(a)(1)(i)
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Offer
to Purchase, dated August 10, 2009.
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(a)(1)(ii)
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Letter
of Transmittal (including Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9).
|
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(a)(1)(iii)
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Notice
of Guaranteed Delivery.
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(a)(1)(iv)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(v)
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(5)
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Press
Release, dated August 10, 2009.
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(c)(1)
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Opinion
of TM Capital Corp., dated August 7, 2009 (included as Annex I to the
Offer to Purchase).
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(c)(2)
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Presentation
to the Board of Directors by TM Capital Corp., dated August 7,
2009.
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(d)(1)
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Qualified
Offer Plan Rights Agreement, dated as of December 4, 2008, between
Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 4,
2008).
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(d)(2)
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Wilshire
Enterprises, Inc. 1995 Stock Option and Incentive Plan (incorporated by
reference to Exhibit A of the Company’s Definitive Proxy Statement for its
1995 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on
May 30, 1995).
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(d)(3)
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Wilshire
Enterprises, Inc. 1995 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit B of the Company’s Definitive Proxy
Statement for its 1995 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 30, 1995).
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(d)(4)
|
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Wilshire
Enterprises, Inc. 2004 Stock Option and Incentive Plan (incorporated by
reference to Appendix C of the Company’s Definitive Proxy Statement for
its 2004 Annual Meeting of Stockholders on Schedule 14A filed with the SEC
on May 7, 2004).
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(d)(5)
|
|
Wilshire
Enterprises, Inc. 2004 Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix D of the Company’s Definitive Proxy
Statement for its 2004 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 7, 2004).
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(d)(6)
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Letter
Agreement, dated as of September 4, 2007, between Wilshire Enterprises,
Inc. and Frank Elenio (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on September 5,
2007).
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(d)(7)
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Severance
Letter Agreement between the Company and Sherry Wilzig Izak, dated as of
March 29, 2004 (incorporated by reference to Exhibit 10.94 of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2003).
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(d)(8)
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Amendment
to Severance Letter Agreement between the Company and Sherry Wilzig Izak,
dated December 31, 2008, in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (incorporated by reference to
Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008).
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(d)(9)
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Employment
Agreement, dated as of December 8, 2008, between Wilshire Enterprises,
Inc. and Kevin B. Swill (incorporated by referenced to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 8,
2008).
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(d)(10)
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Form
of Indemnification Agreement of Directors and Chief Financial Officer
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed with the SEC on January 18, 2007).
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(d)(11)
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Settlement
Agreement, dated as of April 2, 2009 among Wilshire Enterprises, Inc.,
Bulldog Investors, Full Value Partners, L.P. and certain of their
affiliates (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed with the SEC on April 3,
2009).
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Item
13. Information Required by Schedule 13E-3.
Schedule
13e-3, Item 7. Purposes, Alternatives, Reasons and Effects.
(a)
Purposes
. The
information contained in the Offer to Purchase under the caption “Special
Factors – 1. Purposes of the Offer” and “Special Factors – 2. Background of the
Offer” is incorporated herein by reference.
(b)
Alternatives
. The
information contained in the Offer to Purchase under the captions “Special
Factors – 1. Purposes of the Offer”, “Special Factors – 2. Background of the
Offer”, “Special Factors – 3. Fairness of the Offer” and “Special Factors – 4.
Fairness Opinion of the Financial Advisor” is incorporated herein by
reference.
(c)
Reasons
. The information
contained in the Offer to Purchase under the captions “Special Factors – 1.
Purposes of the Offer”, “Special Factors – 2. Background of the Offer”, “Special
Factors – 3. Fairness of the Offer” and “Special Factors – 4. Fairness Opinion
of the Financial Advisor” is incorporated herein by reference.
(d)
Effects
. The information
contained in the Offer to Purchase under the captions “Special Factors – 3.
Fairness of the Offer”, “Special Factors – 6. Effects of the Offer”, “Special
Factors – 7. Interests of Directors and Executive Officers; Potential Conflicts
of Interest; Transactions and Arrangements Concerning Shares”, “Special Factors
– 8. Certain United States Federal Income Tax Consequences of the Offer” and
“The Offer – 9. Certain Information Concerning Us” is incorporated herein by
reference.
Schedule
13e-3, Item 8. Fairness of Transaction.
(a)
Fairness
. The
information contained in the Offer to Purchase under the caption “Special
Factors – 3. Fairness of the Offer” is incorporated herein by
reference.
(b)
Factors Considered in
Determining Fairness
. The information contained in the Offer to Purchase
under the captions “Special Factors – 2. Background of the Offer”, “Special
Factors – 3. Fairness of the Offer” and “Special Factors – 4. Fairness Opinion
of the Financial Advisor” is incorporated herein by reference.
(c)
Approval of Security
Holders
. The information contained in the Offer to Purchase under the
captions “Special Factors – 2. Background of the Offer” and “Special Factors –
3. Fairness of the Offer” is incorporated herein by reference.
(d)
Unaffiliated
Representative
. The information contained in the Offer to Purchase under
the captions “Special Factors – 2. Background of the Offer” and “Special Factors
– 3. Fairness of the Offer” is incorporated herein by reference.
(e)
Approval of Directors
.
The information contained in the Offer to Purchase under the captions “Special
Factors – 1. Purposes of the Offer”, “Special Factors – 2. Background of the
Offer” and “Special Factors – 3. Fairness of the Offer” is incorporated herein
by reference.
(f)
Other Offers
. The
information contained in the Offer to Purchase under the captions “Special
Factors – 2. Background of the Offer” and “Special Factors – 3. Fairness of the
Offer” is incorporated herein by reference.
Schedule
13e-3, Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)
Report, Opinion or
Appraisal
. The information contained in the Offer to Purchase under the
captions “Special Factors – 2. Background of the Offer” and “Special Factors –
4. Fairness Opinion of the Financial Advisor” is incorporated herein by
reference.
(b)
Preparer and Summary of the
Report, Opinion or Appraisal
. The information contained in the Offer to
Purchase under the captions “Special Factors – 2. Background of the Offer”,
“Special Factors – 3. Fairness of the Offer”, “Special Factors – 4. Fairness
Opinion of the Financial Advisor” and “The Offer – 12. Fees and Expenses” is
incorporated herein by reference.
(c)
Availability of
Documents
. The Opinion of TM Capital Corp. has been included as Exhibit
(c)(1) and the Presentation to the Board of Directors by TM Capital Corp., dated
August 7, 2009, has been included as Exhibit (c)(2) to this Schedule
TO.
These
documents will be made available for inspection and copying at the principal
executive offices of Wilshire during its regular business hours by any
interested stockholder, or representative of a stockholder designated as such,
in writing. Wilshire will also provide copy of these documents to any interested
stockholder or their representative who has been so designated in writing upon
written request and at the expense of the requesting
stockholder.
Schedule
13e-3, Item 12. The Solicitation or Recommendation.
(d)
Intent to Tender or Vote in a
Going-Private Transaction
. The information contained in the Offer to
Purchase under the caption “Special Factors – 7. Interests of Directors and
Executive Officers; Potential Conflicts of Interest; Transactions and
Arrangements Concerning Shares” is incorporated herein by
reference.
(e)
Recommendations of
Others
. The information contained in the Offer to Purchase under “Special
Factors – 2. Background of the Offer” is incorporated herein by
reference.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and
correct.
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WILSHIRE
ENTERPRISES, INC.
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/s/ Sherry Wilzig Izak
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Name:
|
Sherry
Wilzig Izak
|
|
|
Title:
|
Chairman
of the Board and Chief
|
|
|
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Executive
Officer
|
Date:
August 10, 2009
Index
to Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
(a)(1)(i)
|
|
Offer
to Purchase, dated August 10, 2009.
|
|
|
|
|
|
(a)(1)(ii)
|
|
Letter
of Transmittal (including Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9).
|
|
|
|
|
|
(a)(1)(iii)
|
|
Notice
of Guaranteed Delivery.
|
|
|
|
|
|
(a)(1)(iv)
|
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
|
|
|
|
|
|
(a)(1)(v)
|
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
|
|
|
|
(a)(5)
|
|
Press
Release, dated August 10, 2009.
|
|
|
|
|
|
(c)(1)
|
|
Opinion
of TM Capital Corp., dated August 7, 2009 (included as Annex I to the
Offer to Purchase).
|
|
|
|
|
|
(c)(2)
|
|
Presentation
to the Board of Directors by TM Capital Corp., dated August 7,
2009.
|
|
|
|
|
|
(d)(1)
|
|
Qualified
Offer Plan Rights Agreement, dated as of December 4, 2008, between
Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 4,
2008).
|
|
|
|
|
|
(d)(2)
|
|
Wilshire
Enterprises, Inc. 1995 Stock Option and Incentive Plan (incorporated by
reference to Exhibit A of the Company’s Definitive Proxy Statement for its
1995 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on
May 30, 1995).
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(d)(3)
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Wilshire
Enterprises, Inc. 1995 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit B of the Company’s Definitive Proxy
Statement for its 1995 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 30, 1995).
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(d)(4)
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Wilshire
Enterprises, Inc. 2004 Stock Option and Incentive Plan (incorporated by
reference to Appendix C of the Company’s Definitive Proxy Statement for
its 2004 Annual Meeting of Stockholders on Schedule 14A filed with the SEC
on May 7, 2004).
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(d)(5)
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Wilshire
Enterprises, Inc. 2004 Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix D of the Company’s Definitive Proxy
Statement for its 2004 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 7, 2004).
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(d)(6)
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Letter
Agreement, dated as of September 4, 2007, between Wilshire Enterprises,
Inc. and Frank Elenio (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on September 5,
2007).
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(d)(7)
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Severance
Letter Agreement between the Company and Sherry Wilzig Izak, dated as of
March 29, 2004 (incorporated by reference to Exhibit 10.94 of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2003).
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(d)(8)
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Amendment
to Severance Letter Agreement between the Company and Sherry Wilzig Izak,
dated December 31, 2008, in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (incorporated by reference to
Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008).
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(d)(9)
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Employment
Agreement, dated as of December 8, 2008, between Wilshire Enterprises,
Inc. and Kevin B. Swill (incorporated by referenced to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 8,
2008).
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(d)(10)
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Form
of Indemnification Agreement of Directors and Chief Financial Officer
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed with the SEC on January 18, 2007).
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(d)(11)
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Settlement
Agreement, dated as of April 2, 2009 among Wilshire Enterprises, Inc.,
Bulldog Investors, Full Value Partners, L.P. and certain of their
affiliates (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed with the SEC on April 3,
2009).
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Wilshire (AMEX:WOC)
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Wilshire (AMEX:WOC)
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