UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2005
WILSHIRE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-4673 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
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2005, Wilshire Enterprises, Inc. (the "Company') entered
into an agreement with GDG Partners L.L.C., an independent, privately held real
estate development company (the "Buyer"), to sell its Phoenix, Arizona apartment
property known as Biltmore Club for $21.0 million in cash. In addition to the
original, non-refundable deposit of $100,000, the Buyer is required to deposit
in escrow an additional $400,000 of non-refundable earnest money by June 30,
2005 in two payments for a total of $500,000 and acquire the property by
December 23, 2005. The sale is "as is" and the Buyer's required $500,000 earnest
money is non-refundable subject only to the Company's ability to convey good
title. The Company expects to record a profit, net of taxes, of approximately
$9.0 million on the transaction.
A press release describing, among other things, the execution of this
agreement is attached as exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a. Not applicable.
b. Not applicable
c. Exhibits
The following exhibit is filed with this report:
Exhibit Number Description
-------------- -----------
99.1 Press release announcing agreement to sell the
property known as Biltmore Club and other real estate
transactions.
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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: February 2, 2005 WILSHIRE ENTERPRISES, INC.
(Registrant)
By: /s/ Daniel C. Pryor
------------------------------
Daniel C. Pryor
President
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release announcing agreement to sell the
property known as Biltmore Club and other real estate
transactions.
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