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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wilshire Enterprises, | AMEX:WOC | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$8,000,000
|
$446.40
|
*
|
The
transaction value is estimated only for purposes of calculating the filing
fee. This amount is based on the purchase of 4,000,000 shares of common
stock, $1.00 par value, at the price of $2.00 per
share.
|
**
|
The
amount of the filing fee, calculated in accordance with
Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended,
equals $55.80 per million dollars of the value of the
transaction.
|
x
|
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid: $446.40
|
Filing
Party: Wilshire Enterprises, Inc.
|
Form
or Registration No.: Schedule TO
|
Date
Filed: August 10, 2009
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
o
|
third
party tender offer subject to
Rule 14d-1.
|
x
|
issuer
tender offer subject to
Rule 13e-4.
|
x
|
going-private
transaction subject to
Rule 13e-3.
|
o
|
amendment
to Schedule 13D under
Rule 13d-2.
|
o
|
Rule
13e-4(i) (Cross-Border Issuer Tender
Offer)
|
o
|
Rule
14d-1(d) (Cross-Border Third-Party Tender
Offer)
|
(a)(5)(iii)
|
Press
Release, dated September 14, 2009.
|
WILSHIRE ENTERPRISES, INC. | |||
|
|
/s/ Sherry Wilzig Izak | |
Name:
Sherry Wilzig
Izak
|
|||
Title:
Chairman
of the Board and Chief Executive Officer
|
|||
Exhibit
Number
|
Description
|
|
(a)(1)(i)
|
Offer
to Purchase, dated August 10, 2009.*
|
|
(a)(1)(ii)
|
Letter
of Transmittal (including Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9).*
|
|
(a)(1)(iii)
|
Notice
of Guaranteed Delivery.*
|
|
(a)(1)(iv)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
|
|
(a)(1)(v)
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
|
|
(a)(5)
|
Press
Release, dated August 10, 2009.*
|
|
(a)(5)(ii)
|
Press
Release, dated September 8, 2009.***
|
|
(a)(5)(iii)
|
Press
Release, dated September 14, 2009.****
|
|
(c)(1)
|
Opinion
of TM Capital Corp., dated August 7, 2009 (included as Annex I to the
Offer to Purchase).*
|
|
(c)(2)
|
Presentation
to the Board of Directors by TM Capital Corp., dated August 7,
2009.*
|
|
(c)(3)
|
Management
forecast income statement for the six months ending December 31,
2009.**
|
|
(d)(1)
|
Qualified
Offer Plan Rights Agreement, dated as of December 4, 2008, between
Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 4,
2008).
|
|
(d)(2)
|
Wilshire
Enterprises, Inc. 1995 Stock Option and Incentive Plan (incorporated by
reference to Exhibit A of the Company’s Definitive Proxy Statement for its
1995 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on
May 30, 1995).
|
|
(d)(3)
|
Wilshire
Enterprises, Inc. 1995 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit B of the Company’s Definitive Proxy
Statement for its 1995 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 30, 1995).
|
|
(d)(4)
|
Wilshire
Enterprises, Inc. 2004 Stock Option and Incentive Plan (incorporated by
reference to Appendix C of the Company’s Definitive Proxy Statement for
its 2004 Annual Meeting of Stockholders on Schedule 14A filed with the SEC
on May 7, 2004).
|
|
(d)(5)
|
Wilshire
Enterprises, Inc. 2004 Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix D of the Company’s Definitive Proxy
Statement for its 2004 Annual Meeting of Stockholders on Schedule 14A
filed with the SEC on May 7, 2004).
|
|
(d)(6)
|
Letter
Agreement, dated as of September 4, 2007, between Wilshire Enterprises,
Inc. and Frank Elenio (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on September 5,
2007).
|
|
(d)(7)
|
Severance
Letter Agreement between the Company and Sherry Wilzig Izak, dated as of
March 29, 2004 (incorporated by reference to Exhibit 10.94 of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2003).
|
|
(d)(8)
|
Amendment
to Severance Letter Agreement between the Company and Sherry Wilzig Izak,
dated December 31, 2008, in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (incorporated by reference to
Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008).
|
(d)(9)
|
Employment
Agreement, dated as of December 8, 2008, between Wilshire Enterprises,
Inc. and Kevin B. Swill (incorporated by referenced to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on December 8,
2008).
|
|
(d)(10)
|
Form
of Indemnification Agreement of Directors and Chief Financial Officer
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report
on Form 8-K filed with the SEC on January 18, 2007).
|
|
(d)(11)
|
Settlement
Agreement, dated as of April 2, 2009 among Wilshire Enterprises, Inc.,
Bulldog Investors, Full Value Partners, L.P. and certain of their
affiliates (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed with the SEC on April 3,
2009).
|
*
|
Previously
filed on Schedule TO on August 10,
2009.
|
**
|
Previously
filed on Amendment No. 1 to Schedule TO on August 19,
2009.
|
***
|
Previously
filed on Amendment No. 3 to Schedule TO on September 8,
2009.
|
****
|
Filed
herewith.
|
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