UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
AMENDED
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 19, 2002
Date of Report (Date of earliest event reported)
WILSHIRE OIL COMPANY OF TEXAS
(Exact name of Registrant as specified in its charter)
Delaware 1-467 84-0513668
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
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
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 30, 2002 Wilshire Oil Company (Wilshire) dismissed Arthur Andersen LLP
("Arthur Andersen") as Wilshire's independent public accountants and engaged
Ernst & Young LLP ("E&Y") to serve as Wilshire's independent public accountants
for the fiscal year 2002. The decision was approved by the Audit Committee of
the Company's Board of Directors.
Arhur Andersen's reports on Wilshire's consolidated financial statements for
each of the fiscal years ended December 31, 2000 and 2001 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2000 and 2001, through the March 31,
2002 quarterly review and up until July 30, 2002, there were no disagreements
with Arthur Andersen on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedure which, if not
resolved to Arthur Andersen's satisfaction, would have caused them to make
reference to the subject matter in connection with their report on Wilshire's
consolidated financial statements for such years; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2000 and 2001 and through July 30,
2002, Wilshire did not consult E&Y with respect to the application of accounting
principles to a specified transaction, either completed or proposed, the type of
audit opinion that might be rendered on Wilshire's consolidated financial
statements, or any other matter or reportable event as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
Wilshire has not provided Arthur Andersen a copy of the foregoing disclosure and
request that it respond directly to such disclosures with the Securities and
Exchange Commission. Wilshire has been informed that Arthur Andersen will no
longer be filing such letters with the Securities and Exchange Commission
indicating that it has or has not found any basis for disagreement with the
statements contained herein.
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Exhibit A - Announcement of Philip Kupperman as President, Chief
Operating Officer and Chief Financial Officer
Exhibit B - Announcement of major gas drilling program in Canada
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Not applicable.
b. Not applicable
c. Exhibits
The following exhibit is filed with this report:
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Exhibit Number Description
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99.1 Form of Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 8, 2002 WILSHIRE OIL COMPANY OF TEXAS.
(Registrant)
By: /s/PHILIP KUPPERMAN
-------------------------
Philip Kupperman
President
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WILSHIRE OIL COMPANY FOR IMMEDIATE RELEASE
ANNOUNCES NEW PRESIDENT AMEX: WOC
AT ANNUAL MEETING
Jersey City, New Jersey, July 19, 2002, -- S. Wilzig Izak, Chairman and
Chief Executive Officer of Wilshire Oil Company of Texas (Wilshire), announced
today at the Company's Annual Meeting of Shareholders, the hiring of Philip
Kupperman as President, Chief Operating Officer and Chief Financial Officer.
Mr. Kupperman is a retired partner from a national accounting firm and for
the past few years has been President of his own management consulting firm.
In introducing Mr. Kupperman, the Chairman indicated that their search
focused on someone with strong strategic management, analytical and financial
skills to complement their current officers and employees' real estate and oil
and gas expertise. With that criteria, "Mr. Kupperman became our obvious
choice".
Mr. Kupperman, in addressing the shareholders, indicated how excited he was
about Wilshire's future and that he was "personally committed to improving
shareholder value."
During the meeting, Mr. Kupperman and others also spoke of an agreement
Wilshire has recently signed to participate with one of the largest
(non-integrated) oil and gas companies in the United States in a major drilling
program in Canada. As a result of this agreement Wilshire will have a 30%
interest in a total of 380 wells, in the Medicine Hat-Hilda Area of southeastern
Alberta including the 210 new gas wells to be drilled. The new wells are
expected to triple the daily gas production from the Unit by 2003.
The program is due to commence in the third quarter of 2002 and be
completed by year-end. Cash flow from the new production will commence in the
fourth quarter with full benefits realized by Wilshire from the increased
production in early 2003. This important increase in revenue and profit will be
a major benefit to Wilshire in 2003 and succeeding years.
Wilshire is an American Stock Exchange listed corporation
engaged in oil and gas exploration and real estate investment operations.
The projections in this press release are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to several risks and
uncertainties which could cause actual results to differ materially from
such projections. Such risks and uncertainties include the possibility that
the new drilling effort may not be successful, that the actual amount of
reserves to be found will be substantially less than anticipated and that
the actual annual production realized will be substantially less than
anticipated, that the timing of the anticipated cash flow and the future
demand and prices for oil and gas will differ from Company expectations. A
discussion of these and other risks and uncertainties are disclosed in the
Company's 2001 Form 10-K filed with the Securities and Exchange Commission.
WILSHIRE OIL COMPANY OF TEXAS 921 Bergen Avenue, Jersey City, New Jersey 07306
Tel: (201) 420-2796
WILSHIRE OIL COMPANY FOR IMMEDIATE RELEASE
ANNOUNCES MAJOR GAS AMEX: WOC
DRILLING PROGRAM IN CANADA
Jersey City, New Jersey, July 19, 2002 -- Wilshire Oil Company of Texas
(Wilshire), has announced that it has signed an agreement to participate with
one of the largest (non integrated) Oil and Gas Companies in the United States
in a major drilling program in Canada. Wilshire anticipates that the Company's
overall gas reserves may increase by as much as 31% by this year-end as a result
of this program.
As a result of this agreement Wilshire will have a 30% interest in a total
of 380 wells, in the Medicine Hat-Hilda Area of southeastern Alberta including
the 210 new gas wells to be drilled. The new wells are expected to triple the
daily gas production from the Unit by 2003.
The program is due to commence in the third quarter of 2002 and be
completed by year-end. Cash flow from the new production will commence in the
fourth quarter with full benefits realized by Wilshire from the increased
production in early 2003. This important increase in revenue and profit will be
a major benefit to Wilshire in 2003 and succeeding years.
Wilshire is an American Stock Exchange listed corporation
engaged in oil and gas exploration and real estate investment operations.
The projections in this press release are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to several risks and uncertainties which
could cause actual results to differ materially from such projections. Such
risks and uncertainties include the possibility that the new drilling effort may
not be successful, that the actual amount of reserves to be found will be
substantially less than anticipated and that the actual annual production
realized will be substantially less than anticipated, that the timing of the
anticipated cash flow and the future demand and prices for oil and gas will
differ from Company expectations. A discussion of these and other risks and
uncertainties are disclosed in the Company's 2001 Form 10-K filed with the
Securities and Exchange Commission.
WILSHIRE OIL COMPANY OF TEXAS 921 Bergen Avenue, Jersey City, New Jersey 07306
Tel: (201) 420-2796