10-K/A 1 b331633_10ka.txt AMENDMENT NO. 1 TO ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the transition period from _____________ to ______________ Commission File Number 1-4673 Wilshire Enterprises, Inc. -------------------------- (exact name of registrant as specified in its charter) Delaware 84-0513668 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization Number 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 Securities registered pursuant to Section 12 (b) of the Act: Name of each exchange (Title of each class) On which registered --------------------- --------------------- Common Stock, $1 par value American Stock Exchange -------------------------------------------------------------------------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes _____x____ No _________ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ____ No __x__ The aggregate market value of the shares of the voting common equity of the registrant held by non-affiliates (for this purpose, persons and entities other than executive officers, directors, and 5% or more shareholders) of the registrant, as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2003), was $25,154,919. The number of shares of the Registrant's $1 par value common stock outstanding as of March 26, 2004 was 7,802,831. Documents Incorporated by Reference: None WILSHIRE ENTERPRISES, INC. FORM 10-K/A For The Fiscal Year Ended December 31, 2003 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the "Annual Report") of Wilshire Enterprises, Inc. (the "Company" or "Wilshire") filed on March 30, 2004 with the Securities & Exchange Commission (the "SEC") is filed solely for the purpose of including information that was to be incorporated by reference from the Registrant's definitive proxy statement pursuant to Regulation 14A of the Securities and Exchange Act of 1934. The Company will not file its proxy statement for its annual meeting of stockholders within 120 days of its fiscal year ended December 31, 2003 and is therefore amending and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Annual Report. In addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, we are including with this Amendment No. 1 certain currently dated certifications. Except as described above, no other amendments are being made to the Annual Report. This Form 10-K/A does not reflect events occurring after the March 30, 2004 filing of our Annual Report or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the amendments discussed above and reflected below. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Company's current Restated Certificate of Incorporation and By-Laws provide for a six member Board of Directors divided into three classes of directors serving staggered three-year terms. The term of office of directors in Class III expires at the 2004 Annual Meeting, Class I at the next succeeding Annual Meeting and Class II at the following succeeding Annual Meeting. The information provided below with respect to each director and executive officer includes (1) name and age, (2) class, (3) principal occupation, business experience during the past five years, and age, (4) the year in which he or she became a director, if applicable and (5) number and percentage of shares of Common Stock of the Company beneficially owned. This information has been furnished by the directors and executive officers. -2-

Year Shares of Common Became Stock Beneficially Director Owned on March 26, of the 2004 and Percentage Name and Age Class Principal Occupation (a) Company of Class (b) ------------------------------ -------- ------------------------------------------- ------------ ----------------------------- Miles Berger, 51 I Chairman of Berger Organization 2002 1,000(f) Real Estate Management And (0.01%) Development Company Newark, NJ Milton Donnenberg, 81 (g) II Formerly President, Milton Donnenberg 1981 22,460(c) Assoc., Realty Management (0.29%) Carlstadt, NJ S. Wilzig Izak, 45 II Chairman of the Board since 1987 82,798(e) September 20, 1990; Chief Executive (1.06%) Officer since May 1991; Executive Vice President (1987-1990), prior thereto, Senior Vice President Eric J. Schmertz, Esq., 78 I Of Counsel to the Dweck law firm 1983 23,218(c) Distinguished Professor Emeritus (0.30%) and formerly Dean, Hofstra University School of Law, Hempstead, NY Ernest Wachtel, 79 lll President, Ellmax Corp., Builders and 1970 98,491(c) Realty Investors, Elizabeth, NJ (1.26%) W. Martin Willschick, 52 lll Manager, Treasury Services, City of 1997 11,062(d) (h) Toronto, Canada (0.14%) Philip Kupperman, 57 N/A President, Chief Operating Officer and N/A 125,000(i) Chief Executive Officer of the Company (1.58%) since 2002, President of management consulting firm 2000-2002; Partner, Connecticut office of Arthur Andersen prior thereto

(a) No nominee or director is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that Act or any company registered as an investment company under the Investment Company Act of 1940. (b) The shares of the Company's Common Stock are owned directly and beneficially, and the holders have sole voting and investment power, except as otherwise noted. (c) Includes 10,300 shares of stock that could be obtained by each of these Outside Directors on the exercise of options exercisable within 60 days of March 26, 2004. (d) Includes 9,000 shares of stock that could be obtained by W. Martin Willschick on the exercise of options exercisable within 60 days of March 26, 2004. Mr. Willschick is Ms. Izak's first cousin. (e) Includes 10,000 shares of stock that could be obtained by S. Wilzig Izak on the exercise of options exercisable within 60 days of March 26, 2004. (f) Includes 1,000 shares of stock that could be obtained by Miles Berger on the exercise of options exercisable within 60 days of March 26, 2004. -3- (g) Mr. Donnenberg is Ms. Izak's uncle by marriage. (h) Mr. Willschick is Ms. Izak's cousin. (i) Includes 125,000 shares of stock that could be obtained by Mr. Kupperman on the exercise of options exercisable within 60 days of March 26, 2004. At March 26, 2004 all current directors and current executive officers as a group (seven persons) beneficially owned equity securities as follows: Amount Beneficially Title of Class Owned Percent of Class -------------- ------------ ---------------- Common Stock 364,029* 4.56% ---------------- * Includes 175,900 shares subject to options exercisable within 60 days of March 26, 2004. Code of Ethics The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of the Code of Ethics is available on the Company's website (http://www.wilshireenterprisesinc.com) under the caption "Corporate Policies." SECTION 16(a) REPORTING Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Directors, executive officers and 10% stockholders to file with the Securities and Exchange Commission certain reports regarding such persons' ownership of the Company's securities. The Company is required to disclose any failures to file such reports on a timely basis. The Company is not aware of any such untimely filings during the fiscal year ended December 31, 2003, except that Mr. Berger (a director of the Company) reported late an option grant that occurred on May 15, 2003, Mr. Kupperman (an officer of the Company) reported late an option grant that occurred on January 2, 2003 and Ms. Izak (a director and officer of the Company) reported late an option grant that occurred on July 15, 2002. The filings were made promptly after the failures to file were noted. ITEM 11. EXECUTIVE COMPENSATION Summary of Cash and Certain Other Compensation The following table sets forth, for the years ended December 31, 2003, 2002 and 2001, the cash compensation paid by the Company and its subsidiaries, as well as certain other compensation paid or accrued by such entities for those years, to or with respect to the executive officers of the Company (the "Named Officers"), for services rendered in all capacities during such period.

Annual Compensation Name and Current -------------------------------------------- All Other Principal Position Year Salary Bonus Other(a) Compensation(b) ------------------------------ ------- ------------- -------------- ----------- ------------------------ S. Wilzig Izak 2003 $175,000 100,000 - $ 3,295 Chairman and CEO 2002 $145,000 - - $ 2,306 2001 $140,000 - - $ 2,286 Philip G. Kupperman 2003 $250,000 150,000 - $ 4,475 President, COO and 2002 (c) 125,000 N/A N/A $35,393 CFO 2001 N/A N/A N/A N/A

-4- (a) During the periods covered, the Named Officers did not receive perquisites (i.e., personal benefits such as country club memberships or use of automobiles or automobile allowances) in excess of the lesser of $50,000 or 10% of such individual's salary and bonus. (b) The amounts include the Company's contribution to the employees Individual Retirement Account and the dollar value of life insurance premiums paid. (c) Mr. Kupperman joined the Company as an employee July 1, 2002. All Other Compensation includes $33,000 received as a consultant prior to joining the Company. Employment Agreements On July 1, 2002, the Company entered into an employment agreement with Philip G. Kupperman pursuant to which Mr. Kupperman serves as the President, Chief Operating Officer and Chief Financial Officer of the Company, until June 30, 2004 (the "Expiration Date"). Under the agreement, Mr. Kupperman receives an annual base salary of $250,000 per year and was entitled to an aggregate of 300,000 stock options plus an annual bonus as determined by the Board of Directors of the Company, provided that such bonus shall not be less than $50,000 per contract year. In the event that the agreement is terminated other than for "Cause" (as defined in the agreement), or in the event of a Change in Control Event (as defined in the Company's 1995 Stock Option and Incentive Plan), all non-vested options shall automatically vest. In addition, in the event that the agreement is terminated other than for Cause, the Company shall continue to pay Mr. Kupperman's base salary and bonus through the Expiration Date. The agreement prohibits Mr. Kupperman from competing with the Company for a period of two years from the Expiration Date and contains certain restrictions on soliciting customers and employees of the Company for the same period. On March 29, 2004, the Company provided Sherry Wilzig Izak, the Chairman of the Board, with a severance agreement. The agreement provides that on termination of her employment for any reason other than termination for Cause (as defined), she will receive a payment equal to $200,000. On April 24, 2004, the Company entered into an employment agreement with Daniel C. Pryor pursuant to which Mr. Pryor will initially serve as Vice President-Business Development, and, after June 30, 2004, as the President, Chief Operating Officer and Chief Financial Officer of the Company, until June 30, 2006 (the "Expiration Date"), subject to a one year extension under certain circumstances. Under the agreement, Mr. Pryor will receive an annual base salary of $250,000 per year and is entitled to an annual bonus and stock options as determined by the Board of Directors of the Company, or Stock Option Committee, as the case may be. In the event that the agreement is terminated other than for "Cause" (as defined in the agreement), or in the event of a Change in Control Event (as defined in the Company's 1995 Stock Option and Incentive Plan), all non-vested options shall automatically vest. In addition, in the event that the agreement is terminated other than for Cause, the Company shall continue to pay Mr. Pryor's base salary and bonus through the Expiration Date. In addition, upon a Change in Control, Mr. Pryor may elect to terminate his employment and receive a lump sum payment equal to twice his then current annual salary, subject to certain limitations. The agreement prohibits Mr. Pryor from competing with the Company for a period of two years from the Expiration Date and contains certain restrictions on soliciting customers and employees of the Company for the same period. -5- Stock Options In June 1995, the Company adopted two new stock-based compensation plans (the 1995 Stock Option and Incentive Plan and the 1995 Non-Employee Director Stock Option Plan) under which up to 450,000 and 150,000 shares of Common Stock, respectively, are available for grant. Options may no longer be granted under stock option plans approved prior to 1995 and, no options granted under such prior plans currently remain outstanding. In 2003, the Company granted 50,000 stock options pursuant to the 1995 Stock Option and Incentive Plan and granted 5,000 options under the 1995 Non-Employee Director Stock Option Plan. During 2003, no options expired unexercised. Equity Compensation Plan Information The following table gives information about our Common Stock that may be issued upon the exercise of options, warrants and rights under our 1995 Stock Option and Incentive Plan and our 1995 Non-employee Director Stock Option Plan, as of December 31, 2003. These plans were our only equity compensation plans in existence as of December 31, 2003.

(c) (a) Number of Securities Number of Remaining Available For Securities (b) Future Issuance Under To Be Issued Upon Weighted-Average Equity Compensation Exercise of Exercise Price of Plans (Excluding Outstanding Options Outstanding Options Securities Reflected In Plan Category Warrants and Rights Warrants and Rights Column (a)) ------------------------------ ----------------------- -------------------- ------------------------ Equity Compensation Plans Approved by Stockholders 438,740 $3.61 161,260 Equity Compensation Plans Not Approved by Stockholders 0 0 ----------------------- ------------------------ TOTAL 438,740 161,260 ======================= ========================

Shown below is information with respect to stock options exercised in fiscal year 2003 and the fiscal year-end value of unexercised options for the Named Officers: Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

Number of Securities Underlying Value of Unexercised Shares Unexercised Options In-the-Money (a) Acquired Value at 12/31/03 Options at 12/31/03 On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable --------------- ------------ ------------------------------ ------------------------------- S. Wilzig Izak 0 0 10,000 40,000 $ 27,800 $111,200 Philip G. Kupperman 0 0 125,000 175,000 $347,500 $477,000

-6- (a) Values for "in-the-money" options represent the positive spread between the exercise price of an existing option and $6.10, the closing sales price of the Company's Common Stock on the American Stock Exchange on December 31, 2003. There is no guarantee that if these options are exercised they will have this value. Option Grants in 2003 Shown below is further information on grants of stock options pursuant to the 1995 Stock Option and Incentive Plan during the fiscal year ended December 31, 2003 to the Named Officers:

Potential Realizable Value At Assumed Annual Rates % of Total Options of Stock Appreciation For Number of Securities Granted to Exercise or Option Term (a) Underlying Options Employees Base Price Expiration --------------------------------- Name Granted (b) In Fiscal Year ($/Sh) Date 5% 10% --------------------- ----------------------- ---------------------- -------------- ------------ ------------ ------------ Philip G. Kupperman 50,000 100% $3.51 1/2/13 $110,500 $279,500

(a) The Securities and Exchange Commission (the "SEC") requires disclosure of the potential realizable value or present value of each grant. The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the SEC and do not represent the Company's estimate or projection of the Company's future common stock prices. The disclosure assumes the options will be held for the full ten-year term prior to exercise. Such options may be exercised prior to the end of such term. The actual value, if any, an executive officer may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. There can be no assurance that the stock price will appreciate at the rates shown in the table. (b) The options granted to Philip G. Kupperman vest on July 1, 2004. Compensation Committee Interlocks and Insider Participation The Compensation Committee currently consists of Messrs. Wachtel, Berger and Schmertz. None of these individuals are or were at any time officers or employees of the Company. No executive officer of the Company has served as a director or member of the compensation committee of any other entity, one of whose executive officers served as a member of the Compensation Committee of the Company. No interlocking relationship exists between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company. Director Fees Each non-employee director receives an annual fee of $11,000. Non-employee members of the Executive Committee also receive an annual fee of $4,000. Members of the Audit Committee also receive an annual fee of $5,000 and members of the Compensation Committee, Nominating Committee and Stock Option Committee also receive an annual fee of $2,000. Each non-employee director also receives an additional fee of $750 for each meeting of the Board and each Committee thereof which such director attends. -7- ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS --------------------------------------------------------------------- Voting Securities and Principal Holders Thereof Based on information available to the Company, the Company believes that the following persons held beneficial ownership of more than five percent of the outstanding Common Stock as of December 31, 2003:

Name of Address Amount and Nature of Percent of Beneficial Owner Beneficial Ownership (1) of Class ------------------- ------------------------ -------- Estate of Siggi B. Wilzig 1,660,792 (2) 21.28% C/o Daniel Swick Herrick, Feinstein LLP 2 Penn Plaza Newark, NJ 07105-2245 Dimensional Fund Advisors, Inc 506,790 (3) 6.49% 1299 Ocean Avenue, Suite 650 Santa Monica, CA 90401 Donald Brenner 413,056 (4) 5.2% P. O. Box 721 Alpine, NJ 07620 Oaktree Capital Management, LLC 357,400(5) 4.6% 333 South Grand Avenue Los Angeles, CA 90071 And Kevin C. McTavish 132,500 (5) 1.7% 5400 LBJ Freeway, Suite 1470 Dallas, TX 75240

-------------- (1) Each beneficial owner's percentage ownership of Common Stock is determined by assuming that options, warrants and other convertible securities that are held by such person (but not those held by any other person) and that are exercisable or convertible within 60 days of December 31, 2003 have been exercised or converted. Options, warrants and other convertible securities that are not exercisable within 60 days of December 31, 2003 have been excluded. Unless otherwise noted, the Company believes that all persons named in the above table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. (2) He died on January 7, 2003. The table above reflects the Estate's ownership as reported by the Estate. (3) Pursuant to a filing with the Securities and Exchange Commission which reported beneficial ownership as of December 31, 2003, Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed that it is deemed to have beneficial ownership of 506,790 shares of Common Stock, all of which shares are held in the portfolios of certain "Funds". Such Funds consist of investment companies to which Dimensional provides investment advice and certain other commingled group trusts and separate accounts for which Dimensional serves as an investment manager. Dimensional disclaims beneficial ownership of all such shares. -8- (4) Pursuant to a filing with the Securities and Exchange Commission on July 2, 2002, Mr. Brenner disclosed that he has beneficial ownership of 413,056 shares of Common Stock, consisting of 17,975 shares for which he has sole voting power and 395,081 shares for which he has shared voting power. (5) Pursuant to a filing with the Securities and Exchange Commission on Schedule 13D on October 28, 2003, Oaktree Capital Management, LLC, a California limited liability company and a registered investment advisor, ("Oaktree") disclosed that it is deemed to have beneficial ownership of 357,400 shares of Common Stock (4.6%). Such Schedule 13D was filed on behalf of Oaktree in its capacity as the managing member of OCM Real Estate Opportunities Fund III GP, LLC, a Delaware limited liability Company ("OCM GP"), which is the general partner of OCM Real Estate Opportunities Fund III, L.P., a Delaware limited partnership (the "OCM Fund" and together with Oaktree and OCM GP, the "Oaktree Filers"). Pursuant to a filing with the Securities and Exchange Commission on Schedule 13D on November 4, 2003, Mr. McTavish, Mr. Owen Blicksilver, Mr. Roger Stull, Mr. Philip Zuzelo and Mr. Joseph Magliolo III (collectively, the "McTavish Filers') disclosed that they have beneficial ownership of 132,500 shares of Common Stock (1.7%). In their respective filings, the Oaktree Filers and the McTavish Filers indicated that, together, they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, although each of the Oaktree Filers and the McTavish Filers state that neither the fact of the filings nor anything contained therein shall be deemed to be an admission by the Oaktree Filers or the McTavish Filers that a "group" exists. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During June 2000, the Company acquired mortgage notes receivable secured by underlying property from The Trust Company of New Jersey ("TCNJ") for $3,500,000. The Company subsequently advanced the borrower an additional $2,790,000. The mortgage notes receivable and subsequent advances are due 2007 and bear interest at 9.75%. The cost of the original mortgage note and the subsequent advance were partially funded by a $5,300,000 mortgage provided by TCNJ. In connection with the mortgage note receivable the Company will earn a $2,500,000 financing fee. The fee is being recognized by the effective interest method over the term of the mortgage receivable. Under this agreement, the Company has the right to receive proceeds from the sale of the underlying property. During the years 2003 and 2002, the Company received mortgage amortization and financing fees in the amount of $650,000 and $4,946,000, respectively, and paid down $482,000 and $3,709,000, respectively, of the related mortgage payable to TCNJ. In March 2002, the Company refinanced an existing mortgage loan with TCNJ for $4.08 million and redeemed an unsecured line of credit with TCNJ for $1.5 million. As of year end 2003, the Company was indebted to TCNJ for approximately $18.5 million of first mortgage loans at a weighted average interest rate of approximately 6.375% and a $2.7 million loan secured by marketable securities at prime. Siggi B. Wilzig, whose shareholdings of the Company are described above, was an officer, director and significant shareholder of TCNJ up until his death on January 7, 2003. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees and Related Matters. In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee's charter, all audit and audit-related work and all non-audit work performed by the Company's independent accountants, Ernst & Young, LP ("Ernst& Young"), is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered. -9- Audit Fees The aggregate fees incurred by the Company for fiscal years ended December 31, 2003 and 2002 for professional services rendered by Ernst & Young LLP in connection with (i) the audit of the Company's annual financial statements and (ii) the review of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30 were $115,000 and $123,000 respectively. The Company engaged Ernst & Young LLP to audit the Company's 2001 financial statements, that were restated to reflect certain operations as discontinued. The Company incurred professional fees of $108,700 in connection with the 2001 audit. Audit-Related Fees The Company did not incur any fees for fiscal years ended December 31, 2003 and 2002 for assurance and related services by Ernst & Young LLP in connection with the performance of the audit or review of the Company's financial statements, including 401(k) plan audits. Tax Fees The Company did not incur any fees for fiscal year ended December 31, 2003 and 2002 for professional services rendered by Ernst & Young LLP for tax compliance, tax advice or tax planning. All Other Fees The Company did not incur any other fees for fiscal years ended December 31, 2003 and 2002 for services rendered by Ernst & Young LLP. Of the time expended by the Company's principal accountants to audit the Company's financial statements for the year ended December 31, 2003, less than 50% of such time involved work performed by persons other than the principal accountant's full-time, permanent employees. Other Matters The Audit Committee of the Board of Directors has considered whether the provision of the Audit-Related Fees, Tax Fees and All Other Fees are compatible with maintaining the independence of the Company's principal accountant. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K --------------------------------------------------------------- 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 -10- S I G N A T U R E S Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused the amendment to the report to be signed on its behalf by the undersigned thereunto duly authorized this 29th day of April 2004. WILSHIRE ENTERPRISES, INC. ------------------------- (Registrant) Directors: By: /s/ Miles Berger --------------------------------------- Miles Berger By: /s/ Milton Donnenberg --------------------------------------- Milton Donnenberg By: /s/ S. Wilzig Izak ---------------------------------------- S. Wilzig Izak By: /s/ Eric J. Schmertz, Esq. ----------------------------------------- Eric J. Schmertz, Esq. By: /s/ Ernest Wachtel --------------------------------------- Ernest Wachtel By: /s/ Martin Willschick --------------------------------------- Martin Willschick Officers: By: /s/ S. Wilzig Izak --------------------------------------- S. Wilzig Izak Chairman of the Board and Chief Executive Officer By: /s/ Philip G. Kupperman --------------------------------------- Philip G. Kupperman President, Chief Operating Officer And Chief Financial Officer -11-