SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A2
AMENDING ITEM 11
(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, 1996
------------------------------------------------------
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. /X/
The aggregate market value of the shares of the voting stock held by
non-affiliates of the Registrant was approximately $53,276,000 based upon the
closing sale price of the stock, which was $5.75 on March 15, 1997.
The number of shares of the Registrant's $1 par value common stock outstanding
as of March 15, 1997 was 9,265,415.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1994, 1995
and 1996, 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 1996
exceeded $100,000 (the "Named Officers"), for services rendered in all
capacities during such period.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM
NAME AND CURRENT ----------------------------- COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B)
- ------------------ ---- ------- ------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
S. Wilzig Izak 1996 $126,000 $14,000 -- -- $ 200
Chairman and CEO 1995 117,000 14,000 -- -- 187
1994 108,000 14,000 -- -- 180
Steven A. Gelman 1996 100,000 10,000 -- -- 192
Vice President 1995 97,500 7,000 -- -- 175
and Controller 1994 93,333 7,000 -- -- 226
</TABLE>
- ------------------------
(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 $200 and $192 amounts for 1996 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, 1996 and none of the Named Officers exercised any stock options
during 1996. 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, 1996. Also reported are
-2-
<PAGE>
the values for "in-the- money" options, which represent the positive spread
between the exercise price of an existing option and $5.25, the closing sale
price of the Company's Common Stock on the New York Stock Exchange on December
31, 1996.
FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at 12/31/96 12/31/96
NAME Exercisable/ Unexercisable Exercisable/Unexercisable
- ------------ -------------------------- -------------------------
S. Wilzig Izak 67,300/0 $56,666/0
Steven A. Gelman 5,304/0 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 1996 and the first quarter of 1997, the Company acquired six real
estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate
price of approximately $3.7 million. The Company obtained a first-mortgage loan
from TCNJ in the amount of $578,000 to finance one of these properties. The
purchase prices for these properties were based upon, among other things,
independent MAI appraisals. At March 31, 1997, the Company had mortgage loans
payable to TCNJ in the aggregate principal amount of $28.8 million at a weighted
average effective interest rate of approximately 7.1% per annum. At March 31,
1997, the Company also had term loans payable to TCNJ in the aggregate principal
amount of $12.4 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. Additionally, each director,
other than S. Wilzig Izak, was granted in 1996 5,000 options to purchase shares
of common stock pursuant to the 1995 Non-Employee Director Stock Option Plan
approved by shareholders.
-3-
<PAGE>
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: June 26, 1997
-4-
