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:
Leading Independent Proxy Advisory Firm Supports Full Value Partners Over
Incumbents at Wilshire Enterprises, Inc. (AMEX: WOC)
Saddle Brook, NJ, March 12, 2009 -- Full Value Partners L.P. announced today
that Proxy Governance, Inc, a leading independent proxy advisory firm,
strongly recommends that shareholders of Wilshire Enterprises vote on Full
Values green proxy card FOR Full Values nominees and FOR all shareholder
proposals at the annual meeting on March 24, 2009. In making its
recommendation, Proxy Governance provided the following reasons:
1. While no good strategic plan is without risk, we find the dissidents
core arguments compelling this new strategic plan, heavily reliant
on a management team demonstrably better at promising than executing,
amid a spectacular market decline which may still not have reached
its bottom, is at best unlikely.
2. To argue that success is more likely because the board has added two
new directors, in Orphanides and Swill, only underscores the point:
the years-long decline in shareholder value is a phenomenon the
incumbent board has been either unwilling or unable to address, even
in when the market was good.
3. The question facing shareholders, however, is not strategic but
tactical: is this a board and management team which has demonstrated
the ability to execute on such a strategy, particularly given its
risks? Successful execution of a strategy involving purchase of
promissory notes or mortgages from distressed sellers, for example,
would seem to rely less on expertise in real estate operations than
on some advanced expertise in credit analysis, economic modeling, and
risk management in none of which the company claims a competitive
advantage versus the distressed lenders from which it would buy those
financial assets.
4. To the extent that the company finances these purchases through lines
of credit, moreover particularly if that financing is not
non-recourse the strategic plan becomes more about transforming the
companys core operations from real estate into financial arbitrage.
Arbitrage may well be a successful business model; it is not, however,
low-risk, and to our knowledge no one has yet demonstrated that it is
a natural second act for a struggling real estate company.
5. Shareholders may be better served, therefore, by electing the two
dissident nominees to bring new energy and a public shareholder
perspective to a board which has been demonstrably unable to address
the companys ongoing decline.
6. While we also generally question whether liquidation is the best
solution to being undervalued by the market, we note that a market cap
which is so significantly below the value of the companys cash on hand
signals not the markets ignorance, but its strong skepticism, of
incumbent managements ability to deliver on the strategic plan it has
articulated. Accordingly, we believe shareholders will also be better
served by endorsing the dissidents shareholder resolution
(see Proposal 4) urging the board to consider an orderly liquidation
event for the company.
Proxy Governance concluded its analysis as follows:
As the incumbent board has been demonstrably unable to address the companys
ongoing decline, and yet has recently articulated a new strategic growth plan
heavily reliant on the executive abilities of incumbent board and management
team, we believe shareholders may be better served by electing the two
dissident nominees.
Commenting on the Proxy Governance recommendation, Phillip Goldstein, a
principal of Full Value Partners said, We are pleased that Proxy Governance
has recognized managements history of failure and that it is time for a
change. Shareholders deserve more than lame excuses. If we prevail at the
annual meeting, we intend to seek a court order to permit us to conduct a cash
tender offer at $2 per share.
Proxy Governance is widely recognized as a leading independent proxy advisory
firm. Its recommendations are relied upon by many institutional investment
firms and other fiduciaries throughout the United States.
Company Contacts: Phillip Goldstein: 914-747-5262
Andrew Dakos: 201-556-0092
Source: Full Value Partners L.P.
Wilshire (AMEX:WOC)
Historical Stock Chart
From Jan 2025 to Feb 2025
Wilshire (AMEX:WOC)
Historical Stock Chart
From Feb 2024 to Feb 2025
