-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATSl5WMrQ5O/w6CnaEoV2EVOo7wbjVgRbXkEHjA6Bqmy2sjvoRdK4BmIoeg9+vu1 mpIdr4XRHH2nURno11RD/w== 0000950110-97-001114.txt : 19970627 0000950110-97-001114.hdr.sgml : 19970627 ACCESSION NUMBER: 0000950110-97-001114 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970731 FILED AS OF DATE: 19970626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 97630183 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 921 BERGEN AVENUE STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 DEF 14A 1 DEFINITIVE PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant X --- Filed by a Party other than the Registrant |_| Check the appropriate box Preliminary Proxy Statement - --- X Definitive Proxy Statement - --- Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 - --- Wilshire Oil Company of Texas - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): X No fee required - --- 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: ________________________________________________________________________________ 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:_______________________________________________________________ WILSHIRE OIL COMPANY OF TEXAS 921 BERGEN AVENUE JERSEY CITY, NEW JERSEY 07306 ------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ------------------- NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of WILSHIRE OIL COMPANY OF TEXAS, a Delaware corporation (hereinafter called the "Company"), will be held at the Marriott at Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey 07666 at 2:00 P.M. on Thursday, July 31, 1997, for the following purposes: (1) To elect 4 directors of the Company to serve until successors are elected and qualified. (2) To confirm the selection of Arthur Andersen LLP as independent public accountants for the fiscal year ending December 31, 1997. (3) To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. The Board of Directors has fixed the close of business on June 23, 1997, as the record date for the purpose of determining stockholders who are entitled to notice of and to vote at the meeting. Directions to the Marriott at Glenpointe Hotel are included on the back page of the Proxy Statement. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND RETURN THE PROXY PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO UNITED STATES POSTAGE. By Order of the Board of Directors /s/ S. WILZIG IZAK ------------------------------ Chairman of the Board Dated: June 25, 1997 You are cordially invited to join us for lunch, prior to the meeting, at 12:45 p.m. WILSHIRE OIL COMPANY OF TEXAS 921 BERGEN AVENUE JERSEY CITY, NEW JERSEY 07306 ---------------- ANNUAL MEETING OF STOCKHOLDERS JULY 31, 1997 ---------------- This Proxy Statement and the accompanying form of proxy, which were first sent to stockholders on or about June 25, 1997, are submitted in connection with the solicitation of proxies for the Annual Meeting of Stockholders by the Board of Directors of Wilshire Oil Company of Texas (the "Company") to be held on July 31, 1997 at 2:00 P.M. or any adjournment thereof (the "Annual Meeting"). The close of business on June 23, 1997 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. As of June 23, 1997, 9,265,409 shares of common stock ($1.00 par value) of the Company ("Common Stock") were outstanding and entitled to vote at the Annual Meeting, each such share being entitled to one vote. A form of proxy is enclosed designating Eric J. Schmertz and Ernest Wachtel as proxies to vote shares at the Annual Meeting. Each proxy in that form properly signed and received prior to the meeting will be voted as specified in the proxy or if not specified, for the election as directors of those nominees named in this Proxy Statement, and for confirmation of the appointment of Arthur Andersen LLP as the Company's independent public accountants. Should any nominee for director named in this Proxy Statement become unavailable for election, which is not anticipated, it is intended that the persons acting under the proxies will vote for the election in his stead of such other person as may be nominated by the Board of Directors. At the time this Proxy Statement was mailed to stockholders, management was not aware that any matter other than the election of directors and the confirmation of the appointment of Arthur Andersen LLP would be presented for action at the Annual Meeting. If other matters properly come before the Meeting, it is intended that the shares represented by proxies will be voted with respect to those matters in accordance with the best judgment of the persons voting them. Each stockholder who returns a proxy on the enclosed form has the right to revoke that proxy at any time before it is voted. A proxy may be revoked by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date. Any shareholder may attend the Annual Meeting and vote in person whether or not he has previously given a proxy. The presence in person or by properly executed proxy of the holders of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum at the Annual Meeting. The votes of stockholders present in person or represented by proxy at the Annual Meeting will be tabulated by inspectors of election appointed by the Company. The nominees for director receiving a plurality of votes cast at the Annual Meeting will be elected directors. Broker non-votes will not be treated as a vote for or against any particular director and will not affect the outcome of the election of directors. The affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting is necessary for confirmation of the selection of Arthur Andersen LLP as the Company's accountants for the year ending December 31, 1997. Since abstentions will be considered in the determination of the number of shares present in person or by proxy at the Annual Meeting, abstentions will have the same effect as a vote against confirmation. Broker non-votes will have no effect on the adoption of this proposal. The cost of soliciting the proxies to which this Proxy Statement relates will be borne by the Company. In following up the original solicitation of proxies by mail, the Company will make arrangements with 1 brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to the beneficial owners of the stock and will reimburse them for their expenses. In addition to the use of the mail, and without additional compensation therefor, proxies may be solicitated in person or by telephone, facsimile or telegram by officers and regular employees of the Company. 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 June 11, 1997:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - ------------------- -------------------- -------- Siggi B. Wilzig .................... 1,125,771(1) 11.9% 921 Bergen Avenue Jersey City, New Jersey 07306 Dimensional Fund Advisors, Inc. .... 667,203 7.2% 1299 Ocean Avenue, Suite 650 Santa Monica, CA 90401
- ---------- (1) Includes 234,695 shares of Common Stock that could be obtained by Mr. Wilzig on the exercise of stock options exercisable within 60 days of June 11, 1997. Mr. Wilzig, former Chairman and President of the Company, serves as the Senior Consultant to the Company at a remuneration of $90,000 per year. His duties include financial and personnel matters, purchases and sales and other transactions with respect to the Company's assets. (2) Pursuant to a filing with the Securities and Exchange Commission which reported beneficial ownership as of December 31, 1996, Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed that it is deemed to have beneficial ownership of 667,203 shares of Common Stock, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional disclaims beneficial ownership of all such shares. BOARD OF DIRECTORS AND ITS COMMITTEES; DIRECTOR COMPENSATION The Company is incorporated under the laws of the State of Delaware. The interests of stockholders of the Company are represented by the Board of Directors, which oversees the business and management of the Company. This solicitation of proxies is intended to give all stockholders the opportunity to vote for the persons who are to be their representatives, as directors, in the governance of the Company. The Company's current Restated Certificate of Incorporation and By-Laws provide for a nine member Board of Directors divided into three classes of directors serving staggered three-year terms. The term of office of directors in Class II expires at the 1997 Annual Meeting, Class III at the next succeeding Annual Meeting and Class I at the following succeeding Annual Meeting. Three Class II nominees and one Class III nominee are named in this Proxy Statement. The Board of Directors of the Company holds periodic meetings as necessary to deal with matters which it must consider. During 1996, the Board met a total of 5 times. All directors attended at least 75% of the meetings of the Board and Committees on which they served. The Board of Directors has an Executive Committee which consists of Ira Braun, Ernest Wachtel, S. Wilzig Izak and Sam Halpern. This Committee may exercise all authority of the full Board with the exception of specified limitations relating to major corporate matters. The Executive Committee met 2 times during the past year. The Board of Directors appoints an Audit Committee, comprised entirely of directors who are not officers of the Company. The members of the Audit Committee are Messrs. Milton Donnenberg, 2 Eric J. Schmertz, William J. Schwartz and Joseph K. Schwartz. The duties of the Audit Committee include recommending to the Board the selection of independent public accountants and reviewing their compensation and conferring with the independent public accountants and certain officers of the Company to ensure the adequacy of the Company's internal controls. During the past year, the Audit Committee met once. The Board of Directors of the Company does not have a Nominating Committee or a Compensation Committee, but the functions which would be performed by such committees are performed by the Board. The Board will consider nominations for directors by stockholders. Under the Company's By-laws, a stockholder must give the Company at least 60 but not more then 90 days prior notice of such stockholder's intention to nominate a person for election as a director; provided that if the date of the annual meeting is first publicly announced less than 70 days prior to the meeting, such prior notice shall be given not more than 10 days after such meeting is first publicly announced. The Company's by-laws describe the written information that must be submitted with any such nomination. A shareholder seeking to nominate a person to serve on the Board who fails to submit the necessary documentation will be precluded from making such a nomination. The Board has a Stock Option Committee, which administers the Company's stock option plans. This Committee, comprised of Ira Braun, Milton Donnenberg, Joseph K. Schwartz and Ernest Wachtel, met once during the past year. Each director other than S. Wilzig Izak receives an annual fee of $10,000. Members of the Executive Committee other than S. Wilzig Izak also receive an annual fee of $4,000 and members of the Audit Committee and Stock Option Committee also receive an annual fee of $2,000. Additionally, each director serving in 1996, other than S. Wilzig Izak, was granted in 1996 5,000 options to purchase shares of Common Stock pursuant to the 1995 Non-Employee Director Stock Option Plan approved by shareholders. PROPOSAL 1--ELECTION OF DIRECTORS Three directors, constituting the Class II Directors, are to be elected at the 1997 Annual Meeting for three-year terms expiring in 2000 and one director, constituting a Class III Director, is to be elected at the 1997 Annual Meeting for a one-year term expiring in 1998. There is no cumulative voting; accordingly, proxies cannot be voted for more than four nominees. The Board's nominees for Class II Directors are Milton Donnenberg, S. Wilzig Izak, and Joseph K. Schwartz and for Class III Director is W. Martin Willschick. The information provided below with respect to director nominees and present directors includes (1) name, (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 and (5) number and percentage of shares of Common Stock of the Company beneficially owned. This information has been furnished by the directors.
SHARES OF COMMON STOCK YEAR BENEFICIALLY BECAME OWNED ON DIRECTOR JUNE 11, 1997 PRINCIPAL OCCUPATION OF THE AND PERCENTAGE NAME CLASS AND AGE (A) COMPANY OF CLASS (B) - ---- ----- ----------------- ------- -------------- Dr. Ira F. Braun ...... III Director of Neuro Interventional 1981 14,867(e) Radiology, Miami Vascular Institute; (0.16%) Clinical Professor of Radiology, University of Miami; prior thereto at Medical College of Virginia. Age 47. Milton Donnenberg ..... II Formerly President, Milton Donnenberg 1981 14,806(e) Assoc.,Realty Management, (0.16%) Carlstadt, N.J. Age 74. Sam Halpern ........... I President, Atlantic Realty Corp., 1983 45,649(e) Builders and Developers, (0.49%) Woodbridge, N.J. Age 76.
3
SHARES OF COMMON STOCK YEAR BENEFICIALLY BECAME OWNED ON DIRECTOR JUNE 11, 1997 PRINCIPAL OCCUPATION OF THE AND PERCENTAGE NAME CLASS AND AGE (A) COMPANY OF CLASS (B) - ----- ----- -------------------- -------- --------------- S. Wilzig Izak .......... II Chairman of the Board since 1987 110,794(c) September 20, 1990; Chief (1.19%) Executive Officer since May 1991; Executive Vice President (1987-1990); prior thereto, Senior Vice President. Age 38. Eric J. Schmertz, Esq. .. I Of Counsel to the law firm of Rivkin, 1983 15,542(e) Radler & Kremer since July 1, (0.17%) 1989. Edward F. Carlough Distinguished Professor and formerly Dean, Hofstra University School of Law, Hempstead, N.Y. Age 71. Joseph K. Schwartz ...... II President, Joseph K. Schwartz, Inc., 1981 18,598(e) Realty and Insurance Brokers. (0.20%) Director, Ellenville Credit Union. Age 77. Dr. William J. Schwartz . I Chief of Opthamology, Good 1983 135,806(d)(e) Samaritan Hospital, Suffern, N.Y. (1.47%) Age 52. Ernest Wachtel .......... III President, Ellmax Corp., Builders 1970 88,623(e) and Realty Investors, Elizabeth, N.J. (0.96%) Age 72. W. Martin Willschick .... III Manager, Capital Financing of the 1997 2002 Municipality of Metropolitan Toronto, (0.02%) Canada. Age 45. Mr. Willshick is Ms. Izak's first cousin.
- ---------------- (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 67,300 shares of stock that could be acquired by S. Wilzig Izak on the exercise of options exercisable within 60 days of June 11, 1997. (d) Includes 26,032 shares of stock owned by a profit sharing plan, 27,052 shares owned by Dr. Schwartz' wife and 2,866 shares owned by or on behalf of Dr. Schwartz' children. (e) Includes 3,000 shares of stock that could be obtained by each of the Outside Directors (other than W. Martin Willschick) on the exercise of options exercisable within 60 days of June 11, 1997. At June 10, 1997, Steven A. Gelman, the only Named Officer (as defined below) who is not a director of the Company, beneficially owned 5,304 shares (or 0.05%) of Common Stock, all of which represent shares that could be acquired by Mr. Gelman on the exercise of options exercisable within 60 days of June 11, 1997. At June 11, 1997, all current directors and executive officers as a group (eleven persons) beneficially owned equity securities as follows: AMOUNT BENEFICIALLY TITLE OF CLASS OWNED PERCENT OF CLASS -------------- ------------ ---------------- Common Stock .......... 461,168 4.91% - ------------- * Includes 102,781 shares subject to options exercisable within 60 days of June 11, 1997. 4 EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following table sets forth, for the years ended December 31, 1994, 1995 and 1996, 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 Chief Executive Officer of the Company and the only other executive officer of the Company whose salary and bonus during 1996 exceeded $100,000 (the "Named Officers"), for services rendered in all capacities during such period. SUMMARY COMPENSATION TABLE
LONG-TERM ANNUAL COMPENSATION COMPENSATION NAME AND CURRENT ------------------------------- --------------- ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B) ------------------ ---- ------ ----- -------- --------------- --------------- S. Wilzig Izak, ............... 1996 $126,000 $14,000 -- -- $ 200 Chairman and CEO 1995 117,000 14,000 -- -- 187 1994 108,000 14,000 -- -- 180 Steven A. Gelman, ............. 1996 100,000 10,000 -- -- 192 Vice President and Controller 1995 97,500 7,000 -- -- 175 1994 93,333 7,000 -- -- 226
(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). (b) The $200 and $192 amounts for 1996 represent the dollar value of insurance premiums paid by the Company for term life insurance policies for Ms. Izak and Mr. Gelman, respectively. 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; however, certain options granted under such prior plans currently remain outstanding. No stock options were granted to the Named Officers during the year ended December 31, 1996, and none of the Named Officers exercised any stock options during 1996.The following table provides data regarding the number of shares covered by both exercisable and non-exercisable stock options held by the Named Officers at December 31, 1996. Also reported are the values for "in-the-money" options, which represent the positive spread between the exercise price of an existing option and $5.25, the closing sale price of the Company's Common Stock on the New York Stock Exchange on December 31, 1996. FISCAL YEAR-END OPTION VALUES NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS AT OPTIONS AT 12/31/96 12/31/96 ------------- ------------- EXERCISABLE/ EXERCISABLE/ NAME UNEXERCISABLE UNEXERCISABLE - ---- ------------- ------------- S. Wilzig Izak ................... 67,300/ $56,666/ 0 0 Steven A. Gelman ................. 5,304/ 0/ 0 0 5 PERFORMANCE GRAPH The following graph compares the cumulative total return on a hypothetical $100 investment made at the close of business on December 31, 1991 in (i) the Company's Common Stock, (ii) the Standard and Poors 500 Index, and (iii) the Dow Jones Oil--Secondary Index. The graph is calculated assuming that all dividends are reinvested during the relevant periods. The graph shows how a $100 investment would increase or decrease in value over time, based on dividends and increases or decreases in market price. - -------------------------------------------------------------------------------- COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS [GRAPHICAL REPRESENTATION OF CHART BELOW] 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---- Dow Jones Oil--Secretary ........ 100 101 112 108 125 154 S&P 500 ......................... 100 108 118 120 165 203 Wilshire Oil Company of Texas ... 100 101 99 105 90 84 FOR THE YEAR ENDED DECEMBER 31, - -------------------------------------------------------------------------------- BOARD REPORT ON EXECUTIVE COMPENSATION The Company does not have a separate Compensation Committee, and, therefore, decisions concerning the compensation of the Company's executive officers are made by the entire Board of Directors (other than decisions relating to the grant of stock options under the Company's stock option plan, which are made by the Stock Option Committee). S. Wilzig Izak, the Chief Executive Officer of the Company and a member of the Board of Directors, has abstained from all votes pertaining to her compensation. Pursuant to SEC rules designed to enhance disclosure of corporate policies concerning executive compensation, set forth below is a report submitted by the Board which addresses the Company's compensation policies for 1996 as they affected the Company's Chief Executive Officer and the Company's other executive officers. The goals of the Company's compensation policies pertaining to executive officers are to provide a competitive level of salary and other benefits to attract, retain and motivate highly qualified personnel, while balancing the desire for cost containment. The key element of the Company's short term compensation is salary. Executive officers receive performance and salary reviews each year. Salary increases are based on an evaluation of the extent to which the executive officer is deemed to have aided the Company in meeting its objectives. The Company provides the Chief Executive Officer with a competitive salary. From 1994 to 1996, the Board determined to increase the Chief Executive Officer's salary, in light of her successful efforts in expanding and diversifying the Company's business. The salary of the other Named Officer was also increased during this period as a result of his increased responsibilities at the Company. The Board does not use specific financial factors, such as earnings per share, in establishing base salaries for its executive officers. The Board believes that while salary should provide the Company's executive officers with suitable compensation, incentives to executives should be more closely tied to Company performance through emphasis on stock options rather than incremental pay increases. The Board believes that the key element in the Company's long term compensation of executive officers is a stock option plan. Since it had granted stock options to Ms. Izak and certain other executive officers in prior years, the Board's Stock Option Committee decided not to grant additional stock options to 6 the Named Officers in 1995 or 1996. Instead, it relied upon the incentives provided by previously granted options to provide long-term goals for these individuals. During 1993, the Omnibus Reconciliation Act of 1993 was enacted. This Act includes potential limitations on the deductibility of compensation in excess of $1 million paid to the Company's five highest paid officers beginning in 1994. Based on an analysis by the Company to date, the Company does not anticipate that compensation levels will reach the threshold described in this Act. The Board believes that its compensation policies balance the objectives of fostering the retention and motivation of qualified executive officers while striving to contain personnel costs. Respectfully submitted, S. Wilzig Izak Dr. Ira F. Braun Milton Donnenberg Sam Halpern Eric J. Schmertz Joseph K. Schwartz Dr. William J. Schwartz Ernest Wachtel COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company does not have a formal Compensation Committee. However, the entire Board of Directors performs the functions of such a Committee by establishing compensation policies. S. Wilzig Izak, the Company's Chief Executive Officer, is a member of the Board of Directors. She has abstained from all votes pertaining to her own compensation. Siggi B. Wilzig, the Company's Senior Consultant and former Chairman and President of the Company, has participated in deliberations of the Board concerning executive officer compensation. Mr. Wilzig has no vote with respect to such matters. During 1996 and the first quarter of 1997, the Company acquired six real estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate price of approximately $3.7 million. The Company obtained a first-mortgage loan from TCNJ in the amount of $578,000 to finance one of these purchases. The purchase prices for these properties were based upon, among other things, independent MAI appraisals. At March 31, 1997, the Company had mortgage loans payable to TCNJ in the aggregate principal amount of $28.8 million at a weighted average effective interest rate of approximately 7.1% per annum. At March 31, 1997, the Company also had term loans payable to TCNJ in the aggregate principal amount of $12.4 million, secured by marketable securities; such loans bear interest at the prime lending rate. Siggi B. Wilzig, whose shareholdings of the Company are described on page 2 hereof, is an officer, director and significant shareholder of TCNJ. PROPOSAL 2--CONFIRMATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THIS PROPOSAL The Board of Directors, acting upon the recommendation of the Audit Committee, has selected Arthur Andersen LLP to serve as the Company's independent public accountants for the year ending December 31, 1997 and the stockholders will be asked to confirm such selection at the Annual Meeting. Arthur Andersen LLP has audited the books and records of the Company for many years. Representatives of Arthur Andersen LLP are expected to attend the Annual Meeting, to have an opportunity to make a statement, if they desire to do so, and to be available to respond to appropriate questions. The Board of Directors has an Audit Committee which meets with the management of the Company and representatives of Arthur Andersen LLP. The activities of the Committee are discussed on page 3 of this Proxy Statement. 7 MISCELLANEOUS SUBMISSION OF STOCKHOLDER PROPOSALS--Any proposals of stockholders intended to be presented at the 1998 Annual Meeting must be received by the Company no later than February 25, 1998 for inclusion in the Company's Proxy Statement and form of proxy. Furthermore, in order for business to be properly brought before any meeting by a stockholder, the stockholder must give timely prior notice thereof in writing to the Secretary of the Company. To be timely, a stockholder's notice must be given to the Secretary not less than 60 nor more than 90 days prior to the date of the meeting; provided that if the date of the meeting is first publicly announced less than 70 days before the date of the meeting, such advance notice must be given within ten days after such meeting date is first publicly announced. All such notices must set forth, as to each matter the stockholder proposes to bring before the Annual Meeting, (i) the text of the proposal, (ii) a brief description of the reasons for such proposal, (iii) the name and address of the stockholder proposing such business, (iv) the class and number of shares of Common Stock which are beneficially owned by the stockholder and (v) any material interest of the stockholder in such proposal. The chairperson of the meeting will determine whether sufficient notice has been given; in the absence of such notice, a stockholder proposal will not be considered. We hope that you will attend the meeting of shareholders, and look forward to your presence. HOWEVER, EVEN THOUGH YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY. If you wish to change your vote or vote in person, your proxy may be revoked at any time prior to the time it is voted. /s/ S. WILZIG IZAK ------------------------------ Chairman of the Board Dated: June 25, 1997 A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996, INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE ANNUAL REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A COMMUNICATION BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE. THE COMPANY WILL PROVIDE WITHOUT CHARGE, TO ANY SHAREHOLDER OF RECORD WHO REQUESTS IT, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR THE YEAR ENDED DECEMBER 31, 1996. REQUESTS FOR COPIES OF THE FORM 10-K SHOULD BE SENT TO: WILSHIRE OIL COMPANY OF TEXAS, SHAREHOLDER RELATIONS DEPARTMENT, 921 BERGEN AVENUE, JERSEY CITY, NEW JERSEY 07306. 8 DIRECTIONS TO MARRIOTT GLENPOINTE 100 FRANK W. BURR BOULEVARD, TEANECK, NJ 07666 (201) 836-0600 o FROM POINTS NORTH AND EAST: Interstate 95 South to Exit 70 (Teaneck) Bear Right into Hotel Parking Lot (2 Miles south of the George Washington Bridge) o FROM POINTS WEST: Interstate 80 East to Exit 70 (Teaneck) (Following Signs to I-95 North) After Crossing Overpass, Bear Right into Hotel Parking Lot o FROM POINTS SOUTH: Interstate 95 North (Becoming New Jersey Turnpike), continuing on 95 North to Exit 70 (Teaneck) After Crossing Overpass, Bear Right into Hotel Parking Lot You are cordially invited to join us for lunch, prior to the meeting, at 12:45 p.m. -----END PRIVACY-ENHANCED MESSAGE-----