CW&T COMMENTS 11/30/10

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): ~~March~~November 1124, 2010

WILSHIRE ENTERPRISES, INC.

(Exact name of Registrant as specified in its charter)

Delaware		1-4673		84-0513668
(State or incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1100 ~~Gateway~~Eagle ~~Center~~Rock Avenue, ~~Newark~~East Hanover, NJ, ~~07102~~07936

(Address of principal executive offices)

(201) 420-2796

(Registrant’s telephone number, including area code)

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:

¨	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 5.0102 Departure ~~Entry~~of Directors ~~into~~or aCertain ~~Material~~Officers; ~~Definitive~~Election ~~Agreement~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~ 11November 24, 2010, ~~the Board of Directors of~~ Wilshire Enterprises, Inc. (the “Company”) ~~unanimously~~ ~~adopted~~named anDavid ~~amendment~~Morrow as ~~(the~~Executive ~~“Amendment”)~~Vice toPresident ~~its~~and ~~Qualified~~Chief ~~Offer~~Operating ~~Plan Rights~~Officer ~~Agreement~~of (the ~~"Rights~~Company ~~Plan")~~effective November 30, ~~which~~2010, ~~had~~at ~~the~~an ~~effect~~annual salary of ~~terminating~~$165,000. The ~~the~~letter ~~Rights~~agreement ~~Plan~~between asthe ofCompany ~~March~~and ~~11, 2010~~Mr. ~~Accordingly,~~ ~~the~~Morrow ~~Rights~~is ~~Plan~~attached ~~has~~as noExhibit 10.1 to this ~~further~~Current ~~force~~Report orand ~~effect~~is incorporated herein by reference.

~~The~~Mr. ~~Amendment~~Morrow, ~~changed~~age ~~the~~51, ~~definition~~has ofserved ~~“Final~~as ~~Expiration~~President ~~Date”~~of toBerkeley ~~the~~Management, ~~close~~Inc., ofa private ~~business~~consulting firm providing client advisory services on ~~March~~real 11estate owned properties in the areas of strategic planning, ~~2010~~re-positioning and valuation for the last twelve months. ~~The~~Prior ~~Company~~to ~~and~~that, ~~the~~Mr. ~~Rights~~Morrow ~~Agent~~was ~~executed~~employed at DRA ~~the~~Advisors ~~Amendment~~LLC ~~effective~~for seven years, most recently serving as Director of ~~March~~Asset Management ~~11,~~overseeing ~~2010~~staff and a mixed-use commercial real estate portfolio of over 27 million square feet. ADRA ~~copy~~Advisors is a registered investment advisor specializing in real estate investment and management services for institutional and private investors. DRA currently has over $9 billion in assets under management. Mr. Morrow has more than twenty years of experience in office, retail and multi-family property sectors in major real estate markets throughout the ~~Amendment~~United States and has skills in all aspects isof ~~filed~~leasing asand anasset ~~exhibit~~management, toportfolio ~~this~~budget ~~Current~~management, ~~Report~~financial underwriting, onmanaging ~~Form~~JV ~~8-K~~partner relations, marketing and construction/tenant coordination.

Item 1.02 Termination of a Material Definitive Agreement.

See Item 1.01 above, which is incorporated herein by reference. As a result of the Amendment, the Rights Plan has been terminated, effective March 11, 2010.

Item 3.03 Material Modification to Rights of Security Holders.

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

~~Exhibit~~The following ~~Number~~exhibit ~~Description~~is filed with this Report:

4.1 Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

Exhibit Number		Description

10.1		Letter Agreement dated November 22, 2010 between Wilshire Enterprises, Inc. and David Morrow

99.1 Press Release of the Company, dated March 12, 2010.

-2-

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: March 12, 2010	WILSHIRE ENTERPRISES, INC.
Dated: December 1, 2010	WILSHIRE ENTERPRISES, INC.
	(Registrant)
	By:	/s/ S. Wilzig Izak
	By:	/s/ S. Wilzig Izak
		S. Wilzig Izak
		S. Wilzig Izak
		Chairman of the Board and
		Chairman of the Board and
		Chief Executive Officer
		Chief Executive Officer

-3-

EXHIBIT INDEX

4.1 Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

99.1 Press Release of the Company, dated March 12, 2010.

-4-

Filing Compare · WILSHIRE ENTERPRISES INC