SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
WILSHIRE ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)
FULL VALUE PARTNERS L.P.
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
PROXY STATEMENT OF FULL VALUE PARTNERS L.P. IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS OF WILSHIRE ENTERPRISES,
INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on July 19, 2007)
Full Value Partners L.P., a stockholder of Wilshire Enterprises,
Inc. ("WOC") is sending this proxy statement and the enclosed
GREEN proxy card to common stockholders of record as of June 8,
2007 (the "Record Date") of WOC. We are soliciting a proxy to
vote your shares at the Annual Meeting of Shareholders of WOC
(the "Meeting"). Please refer to the board of directors'proxy
soliciting material for additional information concerning the
Meeting and the matters to be considered by stockholders
including the election of directors. This proxy statement and
the enclosed GREEN proxy card are first being sent to
stockholders of WOC on or about June --, 2007.
INTRODUCTION
The only matters that the board has scheduled for a vote at the
Meeting is the election of two directors and ratification of
J.H. Cohn LLP as WOC's auditors for 2007. We intend to nominate
two persons for election as directors and to introduce a
proposal to conduct an auction to sell the Company to the
highest bidder. We are soliciting a proxy to vote your shares
FOR the election of our two nominees and FOR our auction
proposal.
How Proxies Will Be Voted
If you wish to vote FOR the election of our two nominees and/or
to vote on our auction proposal, you may do so by completing and
returning a GREEN proxy card. If you return a GREEN proxy card
to us or to our agent, your shares will be voted on each matter
as you indicate. If you do not indicate how your shares are to
be voted on a matter, they will be voted FOR the election of our
nominees, and FOR our auction proposal. If you return a GREEN
proxy card, you will be granting the proxy holder(s)
discretionary authority to vote on any other matters that may
come before the Meeting including matters relating to the
conduct of the Meeting.
Voting Requirements
The presence in person or by proxy of more than 50% of WOC's
outstanding shares constitutes a quorum. If a quorum is
present, the two nominees receiving the greatest number of votes
cast will be elected directors. All other proposals require the
affirmative vote of a majority of the votes represented at the
Meeting for approval. Abstentions and broker non-votes are not
treated as votes cast and thus will have no effect on approval
of any proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i) delivering
a written revocation of your proxy to us at the Meeting; (ii)
executing and delivering to us a later dated proxy; or (iii)
voting in person at the Meeting. (Attendance at the Meeting will
not in and of itself revoke a proxy.) There is no limit on the
number of times you may revoke your proxy prior to the Meeting.
Only your latest dated proxy will be counted.
Information Concerning the Soliciting Shareholder
Full Value Partners L.P. is the soliciting stockholder. As of
June -- 2007, we beneficially owned ---------- shares of WOC,
all of which were purchased since March 24, 2006. Phillip
Goldstein and Andrew Dakos are principals of our general partner
and Mr. Dakos is one of our nominees.
REASONS FOR THE SOLICITATION
Management has stated that WOC "is actively engaged in exploring
alternatives to maximize stockholder value, including exploring
opportunities to sell or merge the Company." We believe that
management is procrastinating with respect to a sale of the
Company and that outside shareholders need to be represented on
the board. We are also submitting a proposal to conduct an
auction to sell the Company to the highest bidder to allow
shareholders an opportunity to vote on this question.
PROPOSAL 1: ELECTION OF DIRECTORS
The two candidates receiving the greatest number of votes will
be elected directors. At the Meeting, we intend to nominate two
persons, Timothy Brog and Andrew Dakos. Unless instructed
otherwise, we will vote any proxies given to us for their
election. If our nominees are elected, there is no assurance
that any of the other directors will remain on the board.
Please refer to WOC's proxy soliciting material for additional
information concerning the election of directors.
Our Nominees are:
Timothy Brog (born 1964); Timothy Brog has been the President of
Pembridge Capital Management LLC and the Portfolio Manager of
Pembridge Value Opportunity Fund since 2004. Mr. Brog has been a
Managing Director of The Edward Andrews Group Inc., a boutique
investment bank since 1996. From 1989 to 1995, Mr. Brog was a
corporate finance and mergers and acquisition associate of the
law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog is a
director of The Topps Company, Inc. Mr. Brog received a Juris
Doctorate from Fordham University School of Law in 1989 and a BA
from Tufts University in 1986.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663 - Mr. Dakos is a principal of the general
partner of five investment partnerships in the Bulldog Investors
group of funds: Opportunity Partners L.P., Opportunity Income
Plus Fund L.P., Full Value Partners L.P., Full Value Offshore
Ltd. and Full Value Special Situations Fund L.P. He has been a
director of the Mexico Income and Equity Fund since 2001 and
Brantley Capital Corp. since 2007. He has also been a director
of UVitec Printing Ink, Inc, a privately held manufacturing
company, since 2001.
Mr. Brog does not own any shares of WOC. Mr. Dakos does not own
any shares of WOC but he is principal of the general partners of
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
Full Value Special Situations Fund L.P. and Full Value Partners
L.P. which beneficially own a total of ---------- shares. Each
of our nominees has consented to be named in the proxy statement
as a nominee and to serve as a director if elected. Neither of
our nominees has any arrangement or understanding with any
person with respect to any future employment by WOC nor do we
know of any material conflicts of interest that would prevent
either of them from acting in the best interest of WOC.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF J.H. COHN LLP AS
AUDITORS FOR 2007
Unless otherwise instructed, your proxy will be voted FOR this
proposal.
PROPOSAL 3: AN AUCTION SHALL BE CONDUCTED TO SELL THE COMPANY
TO THE HIGHEST BIDDER.
This proposal is precatory. Unless otherwise instructed, your
proxy will be voted FOR this proposal.
PARTICIPANTS
Each person or entity named in this section may be deemed a
participant in this solicitation.
Full Value Partners L.P., which owns ----------- shares of WOC,
is a fund in the Bulldog Investors group of private investment
funds. Phillip Goldstein, who owns ------ shares jointly with
his wife, and whose address is 60 Heritage Drive, Pleasantville,
NY 10570 and Andrew Dakos are principals of Bulldog Investors
and each fund in the group. Other funds in the Bulldog
Investors group that own shares of WOC are Opportunity Partners
L.P. (---------- shares); Opportunity Income Plus Fund L.P. (---
- --------- shares); and Full Value Special Situations Fund L.P.
(------------shares). The address of Mr. Dakos, Bulldog
Investors and each fund in the Bulldog Investors group is Park
80 West, Plaza Two, Saddle Brook, NJ 07663. Other clients
advised by Mr. Goldstein and Mr. Dakos own a total of ----------
shares of WOC.
All of the shares owned by the aforementioned entities were
acquired since ----------, 2006. The aggregate number of shares
they have purchased is --------- and the aggregate number of
shares they have sold is ----------.
THE SOLICITATION
Full Value Partners L.P. is making this solicitation. Persons
affiliated with or employed by us or our affiliates may assist
us in the solicitation of proxies. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to
forward this proxy statement and the enclosed GREEN proxy card
to the beneficial owners of common shares for whom they hold
shares of record. We will reimburse these organizations for
their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this
proxy solicitation. Because we believe that all WOC
shareholders will benefit from this solicitation, we intend to
seek reimbursement of our expenses from WOC. Shareholders will
not be asked to vote on the reimbursement of our solicitation
expenses which we estimate will be $30,000. There is no
arrangement or understanding involving us or any of our
affiliates relating to future employment by or any future
transaction with WOC or any of its affiliates.
DATED: June --, 2007
PROXY CARD
Proxy Solicited In Opposition To The Board Of Directors of
Wilshire Enterprises, Inc. by Full Value Partners L.P. For The
Annual Meeting of Shareholders
The undersigned hereby appoints Rajeev Das, Andrew Dakos and
Phillip Goldstein and each of them, as the undersigned's
proxies, with full power of substitution, to attend the Annual
Meeting of Shareholders of Wilshire Enterprises, Inc. ("WOC") on
July --, 2007, (the "Meeting"), and any adjourned or postponed
Meeting, and to vote on all matters that come before the Meeting
the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate
[ ].)
1. ELECTION OF TWO CLASS I DIRECTORS
[ ] FOR TIMOTHY BROG [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2. RATIFICATION OF THE APPOINTMENT OF J.H. COHN LLP AS AUDITORS
FOR 2007
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. AN AUCTION SHALL BE HELD TO CONDUCT AN AUCTION TO SELL THE
COMPANY TO THE HIGHEST BIDDER.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of each nominee named above in Proposal 1 and
FOR Proposals 2 and 3. The undersigned hereby acknowledges
receipt of the proxy statement dated June --, 2007 of Full Value
Partners L.P. and revokes any proxy previously executed.
(Important - Please be sure to enter date.)
SIGNATURE(S)_________________________ Dated: _______________