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 [ ]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [x]
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.:
3) Filing Party:
4) Date Filed:
Full Value Partners L.P., Bulldog Investors,
Park 80 West, Plaza Two, Saddle Brook, NJ 07663
Phone (201) 556-0092//Fax (201) 556-0097
//info@bulldoginvestors.com
June 25, 2007
Dear Fellow Wilshire Enterprises Shareholder:
Full Value Partners is a member of a group that owns 15% of the
shares of Wilshire Enterprises and is the largest public
shareholder. We are writing to you because we have concerns
about management's sincerity, in particular with respect to a
commitment to sell the Company. Here is why:
On May 5, 2006, Wilshire announced that "our Board of Directors
has authorized management to pursue . . . an aggressive
exploration of opportunities to sell or merge our business" and
that "the completion of the initiatives that we expect may
unlock additional value over the next few months."
It is now more than one year later and obviously that has not
happened. Yet, with no explanation of such a long delay, Sherry
Wilzig Izak, Wilshire's Chairman & CEO, recently wrote the
following to shareholders:
Consistent with our strategy, the Company's investment
banker, Friedman, Billings, Ramsey & Co., Inc., recently
began circulating to interested parties an information
memorandum concerning the potential sale or merger of
Wilshire Enterprises. While we cannot assure you that this
effort will be successful, we can assure you that we will
vigorously explore all strategic alternatives to maximize
shareholder value.
Some shareholders have told us that Ms. Izak will never agree to
sell the Company unless both the shareholders and the board
demand it. We don't know if they are right but there is reason
to be skeptical. Ms. Izak has refused to allow us to name a
representative to the board and has committed to spend $200,000
to keep us from electing a director to the board at the annual
meeting. That is about ten times what we will spend and
represents a shocking waste of corporate assets.
If she is truly seeking to maximize shareholder value, what is
Ms. Izak afraid of?
What is the harm of having one director that represents the
public shareholders to monitor the sale process and insure its
fairness? On the other hand, if the skeptics are right, Ms.
Izak may just be going through the motions of a sale process to
placate frustrated shareholders while maintaining her salary,
bonus and other perks as long as possible.
There is no doubt that Wilshire Enterprises is not viable as a
publicly owned stand alone real estate company. The overhead is
too high and Ms. Izak has shown a disturbing propensity to
squander shareholder money on things that do not produce any
revenue. For example, she caused Wilshire to spend more than
$500,000 to investigate a relatively trivial matter in which a
modest benefit may have been improperly conferred upon a private
consulting firm while a principal of that firm was a public
servant. The cost of that investigation far exceeded the value
of the possibly improper benefit in question. Therefore, at a
minimum, the exorbitant amount spent on the investigation brings
into question Ms. Izak's business judgment. As noted above,
another example of waste is the excessive cost of this proxy
contest.
The bottom line is that we need a real watchdog on the board,
i.e., someone that is truly independent of management to keep
Ms. Izak honest. Otherwise, the sale process may drag out for
months or even years and ultimately lead to an announcement like
this:
WILSHIRE ENTERPRISES TO CONTINUE AS STAND ALONE COMPANY. NO
ACCEPTABLE BIDS RECEIVED
To that end, we are proposing two nominees for the board of
directors and a proposal to auction the Company. You can be
sure that our nominees will not tolerate any more stalling.
They will have only one goal - to maximize shareholder value!
If you care about your investment in Wilshire Enterprises and
you share our goal of maximizing shareholder value, please vote
your proxy online (if your shares are held in street name) at
WWW.PROXYVOTE.COM or by telephone at 1-800-454-8683.
Alternatively, you can mail the GREEN proxy card in the enclosed
envelope but please do it today so we can get started on doing
what it takes to achieve a much higher stock price for
shareholders.
Very truly yours,
Andrew Dakos
Managing Member
Full Value Advisors LLC
General Partner
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 25, 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) giving us
(or any other person that will present it at the Meeting) a
written revocation of your proxy; (ii) giving 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 15, 2007, we beneficially owned 470,500 shares of WOC, all
of which were purchased since August 2, 2005. 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); Portfolio Manager, Pembridge Value
Opportunity Fund, 708 Third Avenue, 22nd Floor, New York, New
York 10017 - Mr. 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.,
and Full Value Partners L.P. which beneficially own a total of
854,300 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.
We are making this precatory proposal because we do not trust
management to act expeditiously to maximize WOC's value. Unless
otherwise instructed, your proxy will be voted FOR this
proposal.
PARTICIPANTS
The staff of the SEC deems Mr. Brog and each person and entity
named in this section to be a "participant" in this solicitation
whether or not such person or entity actual participates.
Full Value Partners L.P., which owns 470,500 shares of WOC, is a
fund in the Bulldog Investors group of private investment funds.
Phillip Goldstein, who owns 3,550 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. (368,400
shares) and Opportunity Income Plus Fund L.P. (15,400 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 315,000 shares of WOC.
All of the shares owned by the aforementioned persons and
entities, each of which may be deemed to be a soliciting
shareholder were acquired since August, 2005. The aggregate
number of shares they have purchased is 1,273,250 and the
aggregate number of shares they have sold is 100,400.
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 $20,000. 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 21, 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 Thomas Antonucci, 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. on July
19, 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 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 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 21, 2007 of Full Value
Partners L.P. and revokes any proxy previously executed.
(Important - Please be sure to enter date.)
SIGNATURE(S)_________________________ Dated: _______________