-----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, WSDBikfrtt2hCwa11lNcYyFJd6j820d8lNvlxom+ZLb+Z2BRJTZNnonaR7PE6F4H hp04K004HuXzgKek0+43yQ== 0000950110-98-000491.txt : 19980430 0000950110-98-000491.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950110-98-000491 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-04673 FILM NUMBER: 98603656 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 921 BERGEN AVENUE STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 10-K/A 1 FORM 10-K/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/Al AMENDING ITEMS 10, 11, 12 and 13 (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended DECEMBER 31, 1997 ....................................................... or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________________ to ___________________ Commission file number 1-4673 ------ WILSHIRE OIL COMPANY OF TEXAS ................................................................................ (Exact name of registrant as specified in its charter) DELAWARE 84-0513668 ........ ....................... (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 921 BERGEN AVENUE JERSEY CITY, NEW JERSEY 07306 ....................................... .......... (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (201) 420-2796 .............. Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE .......................... ....................... Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / The aggregate market value of the shares of the voting stock held by non-affiliates of the Registrant was approximately $51,352,000 based upon the closing sale price of the stock, which was $5.69 on March 15, 1998. The number of shares of the Registrant's $1 par value common stock outstanding as of March 15, 1998 was 9,394,096. ================================================================================ ITEM 10. DIRECTORS OF THE REGISTRANT The Company's Restated Certificate of Incorporation and By-Laws provide for a nine member Board of Directors divided into three classes of directors serving staggered three-year terms. The term of office of directors in Class III expires at the 1998 Annual Meeting, Class I at the next succeeding Annual Meeting and Class II at the following succeeding Annual Meeting. The information provided below with respect to director nominees and present directors includes (1) name, (2) class, (3) principal occupation and business experience during the past five years, (4) age and (5) the year in which he or she became a director. This information has been furnished by the directors. -2-
YEAR BECAME DIRECTOR OF THE NAME CLASS PRINCIPAL OCCUPATION AND AGE (a) COMPANY .... ..... ................................ ............... Dr. Ira F. Braun ..................... III Director of Neuro Interventional 1981 Radiology, Miami Vascular Institute; Clinical Professor of Radiology, University of Miami; prior thereto at Medical College of Virginia. Age 48. Milton Donnenberg .................... II Formerly President, Milton Donnenberg 1981 Assoc., Realty Management, Carlstadt, N.J. Age 75. Sam Halpern .......................... I President, Atlantic Realty Corp., 1983 Builders and Developers, Woodbridge, N.J. Age 77. S. Wilzig Izak ....................... II Chairman of the Board since 1987 September 20, 1990; Chief Executive Officer since May 1991; Executive Vice President (1987-1990); prior thereto, Senior Vice President. Age 39. Eric J. Schmertz, Esq ................ I Of Counsel to the law firm of Rivkin, 1983 Radler & Kremer since July 1, 1989. Edward F. Carlough Distinguished Professor and formerly Dean, Hofstra University School of Law, Hempstead, N.Y. Age 72. Joseph K. Schwartz ................... II President, Joseph K. Schwartz, Inc., 1981 Realty and Insurance Brokers. Director, Ellenville Credit Union. Age 78. Dr. William J. Schwartz .............. I Chief of Opthamology, Good Samaritan 1983 Hospital, Suffern, N.Y. Age 53. Ernest Wachtel ....................... III President, Ellmax Corp., Builders and 1970 Realty Investors, Elizabeth, N.J. Age 73. W. Martin Willschick ................. III Manager, Capital Financing of the 1997 Municipality of Metropolitan Toronto, Canada. Mr. Willschick is Ms. Izak's first cousin. Age 46.
- ------------- (a) No nominee or director is a director of any other company with a class of securites registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act or any company registered as an investment company under the Investment Company Act of 1940. -3- ITEM 11. EXECUTIVE COMPENSATION The following table sets forth, for the years ended December 31, 1995, 1996 and 1997, the cash compensation paid by the Company and its subsidiaries, as well as certain other compensation paid or accrued by such entities for those years, to or with respect to the Chief Executive Officer of the Company and the only other executive officer of the Company whose salary and bonus during 1997 exceeded $100,000 (the "Named Officers"), for services rendered in all capacities during such period. SUMMARY COMPENSATION TABLE
LONG TERM ANNUAL COMPENSATION COMPENSATION NAME AND CURRENT ................... ............... ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B) .................. .... ....... ..... ........ ............... ............... S. Wilzig Izak 1997 $140,000 $14,000 -- -- $ 221 Chairman and CEO 1996 126,000 14,000 -- -- 200 1995 117,000 14,O0O -- -- 187 Steven A. Gelman 1997 $105,000 $10,000 -- -- 211 Senior Vice President 1996 100,000 10,000 -- -- 192 and Controller 1995 97,500 7,O00 -- -- 175
- --------------- (A) During the periods covered, the Named Officers did not receive perquisites (i.e., personal benefits such as country club memberships or use of automobiles). (B) The $221 and $211 amounts for 1997 represent the dollar value of insurance premiums paid by the Company for term life insurance policies for Ms. Izak and Mr. Gelman, respectively. STOCK OPTIONS In June 1995, the Company adopted two new stock-based compensation plans (1995 Stock Option and Incentive Plan and 1995 Non-Employee Director Stock Option Plan) under which up to 450,000 and 150,000 shares of common stock, respectively, are available for grant. Options may no longer be granted under stock option plans approved prior to 1995; however, certain options granted under such prior plans currently remain outstanding. No stock options were granted to the Named Officers during the year ended December 31, 1997. The following table provides data regarding options exercised during 1997 by the Named Officers as well as the number of shares covered by both exercisable and non-exercisable stock options held by the Named Officers at December 31, 1997. Also reported are -4- the values for "in-the-money" options, which represent the positive spread between the exercise price of an existing option and $5.44, the closing sale price of the Company's Common Stock on the New York Stock Exchange on December 31, 1997.
FISCAL YEAR-END OPTION VALUES Value of Unexercised Number of Unexercised In-the-Money Options at Shares Acquired Options at 12/31/97 12/31/97 NAME on Exercise Value received Exercisable/Unexercisable Exercisable/Unexercisable - ---- --------------- -------------- ------------------------- ------------------------- S. Wilzig Izak 12,176 $19,634 69,316/0 $54,990/0 Steven A. Gelman -0- -- 5,463/0 0/0
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company does not have a formal Compensation Committee. However, the entire Board of Directors performs the functions of such a Committee by establishing compensation policies. S. Wilzig Izak, the Company's Chief Executive Officer, is a member of the Board of Directors. She has abstained from all votes pertaining to her own compensation. Siggi B. Wilzig, the Company's Senior Consultant and former Chairman and President of the Company, has participated in deliberations of the Board concerning executive officer compensation. Mr. Wilzig has no vote with respect to such matters. During 1997 and the first quarter of 1998, the Company acquired seven real estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate price of approximately $10.6 million. The purchase prices for these properties were based upon, among other things, independent MAI appraisals. These transactions were financed by TCNJ. At March 31, 1998, the Company had mortgage loans payable to TCNJ in the aggregate principal amount of $27 million at a weighted average effective interest rate of approximately 7.5% per annum. At March 31, 1998, the Company also had term loans payable to TCNJ in the aggregate principal amount of $6.9 million secured by marketable securities; such loans bear interest at the prime lending rate. Siggi B. Wilzig, whose shareholdings of the Company are described under Item 12 herein, is an officer, director and significant shareholder of TCNJ. DIRECTOR COMPENSATION Each director, other than S. Wilzig Izak, receives an annual fee of $10,000. Members of the Executive Committee, other than S. Wilzig Izak, also receive a fee of $4,000 and members of the Audit Committee and Stock Option Committee also receive an annual fee of $2,000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Based on information available to the Company, the Company believes that the following persons held beneficial ownership of more than five percent of the outstanding Common Stock as of March 31, 1998: Name and Address Amount and Nature of of Beneficial Owner Beneficial Ownership Percent of Class ....................... .................... ................ Siggi B. Wilzig 1,159,542(1) 12.03% 921 Bergen Avenue Jersey City, New Jersey 07306 Dimensional Fund Advisors, Inc. 738,513(2) 7.86% 1299 Ocean Avenue, Suite 650 Santa Monica, CA 90401 - --------------- (1) Includes 241,735 shares of Common Stock that could be obtained by Mr. Wilzig on the exercise of stock options exercisable within 60 days of March 31, 1998. Mr. Wilzig, former Chairman and President of the Company, serves as the Senior Consultant to the Company at a remuneration of $90,000 per year. His duties include financial and personnel matters, purchases and sales and other transactions with respect to the Company's assets. -5- (2) Pursuant to a filing with the Securities and Exchange Commission which reported beneficial ownership as of December 31, 1997, Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed that it is deemed to have beneficial ownership of 738,513 shares of Common Stock (adjusted for a 3% stock dividend paid by the Company in February 1998), all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional disclaims beneficial ownership of all such shares. The following table presents information with respect to the shares of the Company's Common Stock beneficially owned as of March 31, 1998 by (i) each of the Company's directors and (ii) each Named Officer who is not a director: Common Stock Beneficially Owned Name Shares Percentage of Class(a) ----------------------- ------------ ---------------------- Dr. Ira F. Braun (e) 15,313 0.16% Milton Donnenberg (e) 15,250 0.16 Sam Halpern (e) 47,018 0.49 Eric J. Schmertz, Esq. (e) 16,008 0.17 Joseph K. Schwartz (e) 19,155 0.20 Dr. William J. Schwartz (e) 139,881((b)) 1.47 Ernest Wachtel (e) 91,281 0.96 W. Martin Willschick 2,062 0.02 S. Wilzig Izak 114,114((c)) 1.20 Steven Gelman 5,463((d)) 0.06 - --------------- (a) The shares of the Company's Common Stock reflected in this table are owned directly and beneficially, and the holders have sole voting and investment power, except as otherwise noted. (b) Includes 26,813 shares of stock owned by a profit sharing plan, 27,864 shares owned by Dr. Schwartz' wife and 2,953 shares owned by or on behalf of Dr. Schwartz' children. (c) Includes 69,316 shares of stock that could be obtained by S. Wilzig Izak on the exercise of options exercisable within 60 days of March 31, 1998. (d) Represents 5,463 shares of stock that could be obtained by Steven A. Gelman on the exercise of options exercisable within 60 days of March 31, 1998. (e) Includes 3,090 shares of stock that could be obtained by each of these Outside Directors on the exercise of options exercisable within 60 days of March 31, 1998. At March 31, 1998, all directors and executive officers as a group (eleven persons) beneficially owned equity securities as follows including an aggregate of 105,859 shares that could be obtained on the exercise of options exercisable within 60 days of March 31, 1998: Title of Class Amount Beneficially Owned Percent of Class -------------- ------------------------- ---------------- Common Stock 474,995 5.00% ($1.00 par value) -6- ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See Item 11 -- "Compensation Committee Interlocks and Insider Participation." -7- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its report to be signed on its behalf by the undersigned thereunto duly authorized. WILSHIRE OIL COMPANY OF TEXAS ----------------------------- (Registrant) DIRECTORS: By:/s/ S. Wilzig Izak -------------------------- S. Wilzig Izak, Director By:/s/ William Schwartz, M.D. -------------------------- William Schwartz, M.D., Director By:/s/ Joseph K. Schwartz -------------------------- Joseph K. Schwartz, Director By:/s/ Milton Donnenberg -------------------------- Milton Donnenberg, Director By:/s/ Ernest Wachtel -------------------------- Ernest Wachtel, Director OFFICERS: By:/s/ S. Wilzig Izak -------------------------- S. Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer) Date: April 28, 1998 -8- -----END PRIVACY-ENHANCED MESSAGE-----