DEFC14A 1 wocdef.txt 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. Phillip Goldstein Phone 914 747-5262 FAX 201 556-0097 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. Park 80 West, Plaza Two, Suite 750 Saddle Brook, NJ 07663 Phone (201) 556-0092 Fax (201) 556-0097 pgoldstein@bulldoginvestors.com // adakos@bulldoginvestors.com March 17, 2009 Dear Fellow Wilshire Enterprises Stockholder: Our proxy tabulating agent included a Quick Vote option on its voting website that erroneously stated that if a shareholder checked the box, the sharehoders proxy would be voted in accordance with the recommendation of the trustees. That has now been corrected to state that the recommendations are those of Full Value Partners L.P.,the soliciting stockholder. If you are satisfied with your previous instructions, you need not do anything. However, if you erroneously checked the Quick Vote box you can change your instructions by going to www.2voteproxy.com and entering your the control number. We are ready, willing and able to conduct a cash tender offer for all shares of Wilshire at $2 per share. You can choose whether or not to accept it. All Ms. Wilzig Izak has to do is lift the poison pill and we are ready to go. Why has she refused? Apparently, she wants to keep shareholders prisoner while she rolls the dice on a bet the company strategy that could push Wilshire into bankruptcy. Therefore, your choice is clear: VOTE OUR PROXY AND WE PROMISE TO PURSUE A TENDER OFFER AT CASH OF $2 PER SHARE. YOU CAN CHOOSE TO GET $2 OR HOLD YOUR SHARES. VOTE FOR MANAGEMENT AND GET NO OPTION TO TENDER FOR CASH. Very truly yours, Phillip Goldstein and Andrew Dakos Managing Members Full Value Advisors LLC General Partner