-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rlmMrHps8xqG4kDzPO2ivOvG+wTzfUCzJEvuhGm/3zgCws3KqL8GW7mBELUW6Qw3 qoSpUiibp/4E440p7O3WAg== 0000912057-95-002954.txt : 19950502 0000912057-95-002954.hdr.sgml : 19950502 ACCESSION NUMBER: 0000912057-95-002954 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950501 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-K405/A SEC ACT: SEC FILE NUMBER: 001-04673 FILM NUMBER: 95533170 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-K405/A 1 FORM 10-KA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A1 AMENDING ITEMS 1a, 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, 1994 ------------------------------------------------------ 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 $57,249,000 based upon the closing sale price of the stock, which was $6.125 on March 15, 1995. The number of shares of the Registrant's $1 par value common stock outstanding as of March 15, 1995 was 9,671,620. ITEM 1A - EXECUTIVE OFFICERS OF THE REGISTRANT The table below sets forth the names and ages of all executive officers of the Registrant and the position(s) and offices with the Registrant presently held by each and the periods during which each has served in such position(s) and offices. There are no "family relationships" as defined in Item 401(d) of Regulation S-K between any of these persons and any other executive officer or director of the Company. All executive officers have been elected or appointed to hold office until their respective successors have been elected or appointed and qualified or until their earlier resignation or removal. EXECUTIVE OFFICERS OF REGISTRANT NAME AGE POSITION WITH REGISTRANT - ---- --- ------------------------ Sherry Wilzig Izak (a) 36 Chairman of the Board and Chief Executive Officer Allen C. Knight (b) 70 Senior Vice President-Canada Steven A. Gelman (c) 38 Vice President and Controller a) Ms. Izak was appointed Chairman of the Board on September 20, 1990. She served as Executive Vice President of the Company from August 10, 1987 through September 20, 1990. b) Mr. Knight was appointed Senior Vice President on May 2, 1985. c) Mr. Gelman joined the Company on April 26, 1993. ITEM 10. DIRECTORS OF THE REGISTRANT The Company's Restated Certificate of Incorporation and By-Laws provide for an eight 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 1995 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 45. Milton Donnenberg................. II President, Milton Donnenberg Assoc., 1981 Realty Management, Carlstadt, N.J. Age 72. Sam Halpern....................... I President, Atlantic Realty Corp., 1983 Builders and Developers, Woodbridge, N.J. Age 74. Sherry 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 36. 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 69. Joseph K. Schwartz................ II President, Joseph K. Schwartz, Inc., 1981 Realty and Insurance Brokers. Director, Ellenville Credit Union. Age 75. Dr. William J. Schwartz........... I Chief of Opthamology, Good Samaritan 1983 Hospital, Suffern, N.Y. Age 50 Ernest Wachtel.................... III President, Ellmax Corp., Builders and 1970 Realty Investors, Elizabeth, N.J. Age 70. ________________ (a) No nominee or director is a director of any other company with a class of securities 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.
SECTION 16(A) REPORTING Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors, executive officers and 10% shareholders to file with the Securities and Exchange Commission -3- certain reports regarding such persons' ownership of the Company's securities. The Company is aware that Sherry Wilzig Izak, Chairman of the Board, and Siggi B. Wilzig, beneficial owner of more than 10% of the Company's outstanding Common Stock, did not file timely Form 5 reports for 1994. These Forms, which reported the expiration of stock options, were inadvertently filed two days late. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth, for the years ended December 31, 1992, 1993 and 1994, 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 1994 exceeded $100,000 (the "Named Officers"), for services rendered in all capacities during such period. SUMMARY COMPENSATION TABLE
LONG TERM NAME AND CURRENT ANNUAL COMPENSATION COMPENSATION ALL OTHER - ---------------- ------------------- --------------- --------- PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B) - ------------------ ---- ------- ------- -------- --------------- --------------- Sherry Wilzig Izak 1994 $108,000 $14,000 -- -- $ 180 Chairman and CEO 1993 90,000 -- -- -- 173 1992 90,000 -- -- 15,000 14,167 Steven A. Gelman 1994 93,333 7,000 -- -- 226 Vice President and Controller 1993 61,875 -- -- -- -- 1992 -- -- -- 5,000(C) -- ________________________ (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) $180 and $226 is the dollar value of insurance premiums paid by the Company in term life insurance policies for Ms. Izak and Mr. Gelman, respectively. (C) Mr. Gelman was granted options in 1992 while a consultant to the Company. Mr. Gelman's compensation reflects salary since April 1993, when he commenced employment with the Company. Fees received by Mr. Gelman as a consultant prior to April 1993 are not reflected in the table.
STOCK OPTIONS During 1994, the Company maintained a stock option plan ("Option Plan"). No stock options were granted to the Named Officers during the year ended December 31, 1994. None of the Named Officers exercised any stock options during 1994. The following table provides data regarding the number of shares covered by both exercisable and non- exercisable stock options held by the Named Officers at December 31, 1994. 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 $6.75, the closing sale price of the Company's Common Stock on the New York Stock Exchange on December 30, 1994.
FISCAL YEAR-END OPTION VALUES Value of Unexercised Number of Unexercised In-the-Money Options at Options at 12/31/94 12/31/94 NAME Exercisable/ Unexercisable Exercisable/Unexercisable - ------------ -------------------------- ------------------------- Sherry Wilzig Izak 73,734/ $204,055/ 11,830 14,880 Steven A. Gelman 3,182/ 3,341/ 2,122 2,218
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. Sherry 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. DIRECTOR COMPENSATION Each director, other than Sherry Wilzig Izak, receives an annual fee of $10,000. Members of the Executive Committee, other than Sherry 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, 1995: Name and Address Amount and Nature of of Beneficial Owner Beneficial Ownership Percent of Class - --------------------------------- ---------------------- ------------------ Siggi B. Wilzig 1,196,400(1) 12.08% 921 Bergen Avenue Jersey City, New Jersey 07306 Dimensional Fund Advisors, Inc. 612,024(2) 6.33% 1299 Ocean Avenue, Suite 650 Santa Monica, CA 90401 ____________________ (1) Includes 230,324 shares of Common Stock that could be obtained by Mr. Wilzig on the exercise of stock options exercisable within 60 days of March 31, 1995. 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, 1994, Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, is deemed to have beneficial ownership of 612,024 shares of Common Stock, 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, 1995 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)(b) -------------------- ------------ -------------------------- Dr. Ira F. Braun 11,867 0.12% Milton Donnenberg 11,806 0.12 Sam Halpern 42,649 0.44 Eric J. Schmertz, Esq. 12,542 0.13 Joseph K. Schwartz 15,598 0.16 Dr. William J. Schwartz 138,506((c)) 1.43 Ernest Wachtel 85,623 0.89 Sherry Wilzig Izak 80,052((d)) 0.82 Steven Gelman 3,182((e)) 0.03 ____________________________ (a) No nominee or director is a director of any other company with a class of securities 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. (b) The shares of the Company's Common Stock are owned directly and beneficially, and the holders have sole voting and investment power, except as otherwise noted. (c) Includes 26,032 shares of stock owned by a profit sharing plan, 27,052 shares owned by Dr. Schwartz' wife and 2,866 shares owned by or on behalf of Dr. Schwartz' children. (d) Includes 73,734 shares of stock that could be obtained by Sherry Wilzig Izak on the exercise of options exercisable within 60 days of March 31, 1995. (e) Represents 3,182 shares of stock that could be obtained by Steven A. Gelman on the exercise of options exercisable within 60 days of March 31, 1995. At March 31, 1995, all directors and executive officers as a group (ten persons) beneficially owned equity securities as follows including an aggregate of 84,164 shares that could be obtained on the exercise of options exercisable within 60 days of March 31, 1995: Title of Class Amount Beneficially Owned Percent of Class ------------------ ------------------------- ---------------- Common Stock 409,073 4.19% ($1.00 par value) -6- ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 1994, the Company acquired real estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate cost of $10.2 million. The purchase prices for these properties were based upon, among other things, independent MAI appraisals. The Company financed $8.7 million of the aggregate purchase price of these properties with mortgage loans from TCNJ at a weighted average effective interest rate of approximately 7.0% per annum. At March 31, 1995, the Company had mortgage loans payable to TCNJ in the aggregate principal amount of $28.0 million at a weighted average effective interest rate of approximately 7.1% per annum. At March 31, 1995, the Company also had term loans payable to TCNJ in the aggregate principal amount of $2.8 million, secured by marketable securities; such loans bear interest at the prime lending rate. During 1994, the Company purchased an additional $3 million of TCNJ preferred stock. Siggi B. Wilzig, whose shareholdings of the Company are described under Item 12 herein, is an officer, director and significant shareholder of TCNJ. -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/ Sherry Wilzig Izak --------------------------------- Sherry 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/ Sherry Wilzig Izak --------------------------------- Sherry Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer) Date: April 28, 1995 -8- -----END PRIVACY-ENHANCED MESSAGE-----