================================================================================
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.
================================================================================
<PAGE>
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-
<PAGE>
<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 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.
</TABLE>
- -------------
(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-
<PAGE>
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
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND CURRENT ................... ............... ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B)
.................. .... ....... ..... ........ ............... ...............
<S> <C> <C> <C> <C> <C> <C>
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
</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 $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-
<PAGE>
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.
<TABLE>
<CAPTION>
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> <C> <C> <C> <C>
S. Wilzig Izak 12,176 $19,634 69,316/0 $54,990/0
Steven A. Gelman -0- -- 5,463/0 0/0
</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. 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-
<PAGE>
(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-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 11 -- "Compensation Committee Interlocks and Insider
Participation."
-7-
<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: April 28, 1998
-8-
