-----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, DfwKOZBEZd085cObFsvyu0sdDAMIHdcYr7ObYwRf1pp1DhNcpx6EhV5wtNFIGXu/ q2bbxFTGiIxBsEc48zJ5yA== 0001144204-09-010114.txt : 20090220 0001144204-09-010114.hdr.sgml : 20090220 20090220123426 ACCESSION NUMBER: 0001144204-09-010114 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090220 DATE AS OF CHANGE: 20090220 EFFECTIVENESS DATE: 20090220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE ENTERPRISES INC CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 09624153 BUSINESS ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 1 GATEWAY CENTER, CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: WILSHIRE OIL CO OF TEXAS DATE OF NAME CHANGE: 19920703 DEFA14A 1 v140936_defa14a.htm
UNITED STATES
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 þ
 
Filed by a Party other than the Registrant ¨
 
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
þ
Definitive Additional Materials
¨
Soliciting Material Pursuant to §240.14a-12
 
WILSHIRE ENTERPRISES, INC.
(Name of the Registrant as Specified In Its Charter)

 (Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
þ
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:  N/A
 
(2)
Aggregate number of securities to which transaction applies:  N/A
 
(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): N/A
 
(4)
Proposed maximum aggregate value of transaction:  N/A
 
(5)
Total fee paid:  N/A
 
¨
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:  N/A
 
(2)
Form, Schedule or Registration Statement No.:  N/A
 
(3)
Filing Party:  N/A
 
(4)
Date Filed:  N/A
 
 

 

Attached as Exhibit 1 is a press release that Wilshire Enterprises, Inc. (the "Company") issued on February 19, 2009 respecting a  letter that the Company received from Mr. Andrew Dakos, Managing Member, Full Value Advisors LLC, General Partner of Full Value Partners, L.P.

Attached as Exhibit 2 is a letter, dated February 20, 2009, which the Company sent to Mr. Andrew Dakos, Managing Member, Full Value Advisors LLC, General Partner of Full Value Partners, L.P.

 
-2-

 
EX-1 2 v140936_ex1.htm
Exhibit 1
 
Wilshire Enterprises Announces Receipt of Letter from Full Value Partners L.P.
 
NEWARK, N.J., February 19, 2009 – Wilshire Enterprises, Inc. (Amex: WOC) acknowledged today that it has received a letter from Full Value Partners L.P., a private hedge fund operated by Phillip Goldstein, and his umbrella organization, Bulldog Investors, supposedly asking for permission to make a tender offer for shares of Wilshire common stock.  Full Value well knows that it does not need the Company’s permission to make a tender offer and that it is free to do so if it has the necessary financing available to complete the tender offer.
 
If and when Full Value makes a tender offer, the Board of Directors of Wilshire will consider it and its implications in the context of assessing the best interests of Wilshire and all of its stockholders.
 
Forward-Looking Statements
Any non-historical statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to several risks and uncertainties that could cause actual results to differ materially from such statements.  The potential risks and uncertainties include, among others, general economic conditions, industry specific conditions and the possibility that Wilshire may be adversely affected by other economic, business, and/or competitive factors, as well as other risks and uncertainties disclosed in Wilshire's 2007 Annual Report on Form 10-K and in its definitive proxy materials filed with the Securities and Exchange Commission.

Contacts:
Sherry Wilzig Izak, Chairman, 201-420-2796
 
Neil Berkman, Berkman Associates, 310-826-5051
 
 

 
EX-2 3 v140936_ex2.htm
Exhibit 2

WILSHIRE ENTERPRISES, INC.
1 Gateway Center
11-43 Raymond Plaza West, 10th Floor
Newark, New Jersey 07102
 
February 20, 2009
 
Andrew Dakos
Managing Member, Full Value Advisors LLC
Full Value Partner L.P.
Park 80 West, Plaza Two, Suite 750
Saddle Brook, NJ 07663
 
Dear Mr. Dakos:
 
Thank you for your letter.  As you well know, Full Value does not need the Company’s permission to make a tender offer.  It is free to do so if it has the necessary financing available to it.  If and when Full Value makes a tender offer, the Board of Directors of Wilshire will consider it and its implications in the context of assessing the best interests of Wilshire and all of its stockholders.
 
Very truly yours,
 
/s/ Sherry Wilzig Izak
 
Sherry Wilzig Izak
Chairman of the Board and Chief Executive Officer
 
 

 
-----END PRIVACY-ENHANCED MESSAGE-----