SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
JEKOGIAN III NICKOLAS W

(Last) (First) (Middle)
C/O NWJ COMPANIES
9 E. 40TH STREET

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2008
3. Issuer Name and Ticker or Trading Symbol
WILSHIRE ENTERPRISES INC [ AMEX: WOC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1.00 par value per share 2,104,678(1)(2) I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
JEKOGIAN III NICKOLAS W

(Last) (First) (Middle)
C/O NWJ COMPANIES
9 E. 40TH STREET

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NWJ APARTMENT HOLDINGS CORP

(Last) (First) (Middle)
C/O NWJ COMPANIES
9 E. 40TH STREET

(Street)
NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Issuer has entered into an agreement and plan of merger (the "Merger Agreement") with NWJ Apartment Holdings Corp. a Maryland Corporation ("NWJ") ( its sole officer, director and stockholder, Nickolas W. Jekogian III) and its wholly owned subsidiary (the "Merger Sub") which provides for the merger (the "Merger") of Merger Sub with and into the Issuer with the Issuer as the surviving corporation of the Merger. As a condition to entering into the Merger Agreement, NWJ required that the officers and directors of the Issuer and the Estate of Izzy Wilzig enter into voting agreements in favor of NWJ pursuant to which such persons agreed to vote their shares (all shares listed in Table I) in favor of the Merger at the meeting of the Issuer's stockholders to be held at which the Merger will be presented for approval of the stockholders and grant NWJ an irrevocable proxy to vote their shares at such meeting in favor of the Merger. (Continued in Footnote 2)
2. The number of Shares reported in Table I does not include 135,000 shares subject to options to purchase shares held by the signatories to the voting agreements. If the conditions to the consummation of the Merger are satisfied including the approval of the Merger by the holders of a majority of the outstanding shares, then the existing outstanding shares will be cancelled and the holders thereof will be entitled to receive the merger consideration as set forth in the Merger Agreement and the Issuer will become a wholly owned subsidiary of NWJ.
/s/ Nickolas W. Jekogian III 06/19/2008
NWJ Apartment Holdings Corp., By: /s/ Nickolas W. Jekogian III, President 06/19/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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