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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
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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
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WILSHIRE OIL COMPANY OF TEXAS
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(Exact name of registrant as specified in its charter)
DELAWARE 84-0513668
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 420-2796
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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
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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.
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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.
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<TABLE>
<CAPTION>
YEAR BECAME
DIRECTOR OF THE
NAME CLASS PRINCIPAL OCCUPATION AND AGE (A) COMPANY
- ---- ----- -------------------------------- ---------------
<S> <C> <C> <C>
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.
<FN>
________________
(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.
</TABLE>
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
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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
<TABLE>
<CAPTION>
LONG TERM
NAME AND CURRENT ANNUAL COMPENSATION COMPENSATION ALL OTHER
- ---------------- ------------------- --------------- ---------
PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B)
- ------------------ ---- ------- ------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
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) --
<FN>
________________________
(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.
</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
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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.
<TABLE>
<CAPTION>
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
- ------------ -------------------------- -------------------------
<S> <C> <C>
Sherry Wilzig Izak 73,734/ $204,055/
11,830 14,880
Steven A. Gelman 3,182/ 3,341/
2,122 2,218
</TABLE>
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.
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(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
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Common Stock 409,073 4.19%
($1.00 par value)
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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.
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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
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(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
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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
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