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| WOC > SEC Filings for WOC > Form 8-K on 4-Dec-2008 | All Recent SEC Filings |
4-Dec-2008
Entry into a Material Definitive Agreement, Termination of a Material De
On December 3, 2008, the Board of Directors of Wilshire Enterprises, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share, of the Company (the "Common Stock"). The dividend is payable on December 15, 2008 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share, of the Company (the "Preferred Stock") at a price of $6.50 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Qualified Offer Plan Rights Agreement dated as of December 4, 2008, as the same may be amended from time to time (the "Rights Agreement"), between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). The Rights will expire on December 4, 2018 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in either case as described below.
In connection with the adoption of the Rights Agreement, the Board of Directors also adopted an annual independent director evaluation mechanism. Under this mechanism, an independent Board committee will review, on an ongoing basis, the Rights Agreement and developments in rights plans generally, and, if it deems appropriate, recommend modification or termination of the Rights Agreement. This independent committee will report to the Company's Board at least once each year as to whether the Rights Agreement continues to be in the best interests of the Company's stockholders.
The description of the Rights herein is qualified in its entirety by reference to the Rights Agreement and such exhibits thereto attached to this Current Report on Form 8-K. A copy of the Rights Agreement is available free of charge from the Company.
On December 3, 2008, the Company entered into a Termination Agreement with NWJ Apartment Holdings Corp. (the "Parent") and NWJ Acquisition Corp. (the "Merger Sub" and, together with Parent and Company, the "Parties") terminating the Agreement and Plan of Merger, dated as of June 13, 2008, among the Parties (the "Merger Agreement"). The Parties mutually agreed to terminate the Merger Agreement pursuant to the terms of the Merger Agreement.
The description of the termination of the Merger Agreement herein is qualified in its entirety by reference to the Termination Agreement. A copy of the Termination Agreement is attached to this Current Report on Form 8-K.
(d) Exhibits.
Exhibit Number Description
4.1 Qualified Offer Plan Rights Agreement, dated as of December 4, 2008,
between Wilshire Enterprises, Inc. and Continental Stock Transfer &
Trust Company, as Rights Agent (which includes as Exhibit B the form
of Rights Certificate and Election to Purchase).
10.1 Termination Agreement, dated as of December 3, 2008, between
Wilshire Enterprises, Inc., NWJ Apartment Holdings Corp. and NWJ
Acquisition Corp.
99.1 Press Release dated December 4, 2008.
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