INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitve proxy statement
/ / Definitive additional materials
/ / 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)
WILSHIRE OIL COMPANY OF TEXAS
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / 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:
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<PAGE>
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 Friday, June 21, 1996, for the
following purposes:
(1) To elect 3 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, 1996.
(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 May 10, 1996, 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
----------------------------------
S. Wilzig Izak
Chairman of the Board
Dated: May 24, 1996
- -------------------------------------------------------------------------------
You are cordially invited to join us for lunch, prior to the meeting,
at 12:30 p.m.
- -------------------------------------------------------------------------------
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
---------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 21, 1996
---------------
This Proxy Statement and the accompanying form of proxy, which were first
sent to stockholders on or about May 24, 1996, 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 June
21, 1996 at 2:00 P.M. or any adjournment thereof (the "Annual Meeting"). The
close of business on May 10, 1996 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 May 10, 1996, 9,296,595 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 S. Wilzig Izak and Joseph K.
Schwartz 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.
Neither the Board of Directors nor Management intends to bring before the
meeting any business other than the matters referred to in the Notice of Annual
Meeting of Stockholders and this Proxy Statement. The Board of Directors is
aware that a shareholder may present a proposal at the meeting that was excluded
from this Proxy Statement pursuant to the rules and regulations of the
Securities and Exchange Commission. If such proposal is properly brought before
the Annual Meeting, or any adjournment thereof, it is intended that the persons
named in the proxy will use their discretionary authority to vote against such
proposal. If any other matters are properly presented, it is the intention of
the persons designated as proxies to vote on them in accordance with their
judgment.
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, 1996. 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.
<PAGE>
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 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 March 31, 1996:
Name and Address Amount And Nature of Percent
of Beneficial Owner Beneficial Ownership 0f Class
------------------- -------------------- --------
Siggi B. Wilzig ........................... 1,125,771(1) 11.69%
921 Bergen Avenue
Jersey City, New Jersey 07306
Dimensional Fund Advisors, Inc. ........... 668,124(2) 7.11%
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 March
31, 1996. 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, 1995, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed
that it is deemed to have beneficial ownership of 668,124 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 Restated Certificate of Incorporation and By-Laws provide for
an eight member Board of Directors divided into three classes of directors
serving staggered three-year terms. The term of office of directors in Class I
expires at the 1996 Annual Meeting, Class II at the next succeeding Annual
Meeting and Class III at the following succeeding Annual Meeting. Three Class I
nominees 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 1995, the Board met a total
of 6 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 3
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
<PAGE>
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,
other than S. Wilzig Izak, was granted in 1995 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 I Directors, are to be elected at
the 1996 Annual Meeting for three-year terms expiring in 1999. There is no
cumulative voting; accordingly, proxies cannot be voted for more than three
nominees. The Board's nominees are Sam Halpern, Eric J. Schmertz, Esq., and Dr.
William J. Schwartz.
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.
<TABLE>
<CAPTION>
Shares of
Common Stock
Year Beneficially
Became Owned on
Director March 31, 1996
Principal Occupation of the and Percentage
Name Class and Age (A) Company of Class (B)
- ---- ----- ----------------- ------- --------------
<S> <C> <C> <C> <C>
Dr. Ira F. Braun ......... III Director of Neuro Interventional 1981 11,867
Radiology, Miami Vascular Institute; (0.13%)
Clinical Professor of Radiology,
University of Miami; prior thereto
at Medical College of Virginia. Age 46.
Milton Donnenberg ........ II Formerly President, Milton Donnenberg 1981 11,806
Assoc., Realty Management, (0.13%)
Carlstadt, N.J. Age 73.
Sam Halpern .............. I President, Atlantic Realty Corp., 1983 42,649
Builders and Developers, (0.45%)
Woodbridge, N.J. Age 75.
S. Wilzig Izak ........... II Chairman of the Board since 1987 107,611 (c)
September 20, 1990; Chief (1.13%)
Executive Officer since May
1991; Executive Vice President
(1987-1990); prior thereto, Senior
Vice President. Age 37.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Year Beneficially
Became Owned on
Director March 31, 1996
Principal Occupation of the and Percentage
Name Class and Age (A) Company of Class (B)
- ---- ----- ----------------- ------- --------------
<S> <C> <C> <C> <C>
Eric J. Schmertz, Esq. ...... I Of Counsel to the law firm of Rivkin, 1983 12,542
Radler & Kremer since July 1, (0.13%)
1989. Edward F. Carlough
Distinguished Professor and
formerly Dean, Hofstra University
School of Law, Hempstead, N.Y.
Age 70.
Joseph K. Schwartz .......... II President, Joseph K. Schwartz, Inc., 1981 15,598
Realty and Insurance Brokers. (0.17%)
Director, Ellenville Credit Union.
Age 76.
Dr. William J. Schwartz ..... I Chief of Opthamology, Good 1983 132,806 (d)
Samaritan Hospital, Suffern, N.Y. (1.41%)
Age 51.
Ernest Wachtel .............. III President, Ellmax Corp., Builders 1970 85,623
and Realty Investors, Elizabeth, N.J. (0.91%)
Age 71.
</TABLE>
- ----------
(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 76,293 shares of stock that could be acquired by S. Wilzig Izak on
the exercise of options exercisable within 60 days of March 31, 1996.
(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.
At March 31, 1996, Steven A. Gelman, the only Named Officer (as defined
below) who is not a director of the Company, beneficially owned 4,243 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 March 31,
1996. At March 31, 1996, all directors and executive officers as a group (ten
persons) beneficially owned equity securities as follows:
Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------ ----------------
Common Stock .......... 433,286* 4.57%
- ----------
* Includes 89,077 shares subject to options exercisable within 60 days of
March 31, 1996.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the years ended December 31, 1993, 1994
and 1995, 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 1995
exceeded $100,000 (the "Named Officers"), for services rendered in all
capacities during such period.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and Current -------------------------- --------------- All Other
Principal Position Year Salary Bonus Other(a) Options Granted Compensation(b)
- ------------------ ---- ------ ----- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
S. Wilzig Izak, 1995 $117,000 $14,000 -- -- $ 187
Chairman and CEO 1994 108,000 14,000 -- -- 180
1993 90,000 -- -- -- 173
Steven A. Gelman, 1995 97,500 7,000 -- -- 175
Vice President and 1994 93,333 7,000 -- -- 226
Controller 1993 61,875 -- -- -- --
</TABLE>
- ----------
(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) $187 and $175 is the dollar value of insurance premiums paid by the
Company in 1995 on term life insurance policies for Ms.Izak and
Mr. Gelman, respectively.
(c) Mr. Gelman's compensation reflects salary since April 1993, when he
commenced employment with the Company. Fees received by Mr. Gelman as a
consultant prior to April 1993 are not reflected in the table.
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, 1995. and none of the Named Officers exercised any stock options
during 1995. 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, 1995. Also reported are the values for "in-the-money"
options, which represent the positive spread between the exercise price of an
existing option and $5.75, the closing sale price of the Company's Common Stock
on the New York Stock Exchange on December 31, 1995.
FISCAL YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-money
Options at Options At
12/31/95 12/31/95
------------ -------------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- ------------- -------------
S. Wilzig Izak ....................... 76,293/ $101,330/
3,183 159
Steven A. Gelman ..................... 4,243/ 212/
1,061 53
5
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1990 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 prices.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
[GRAPHICAL REPRESENTATION OF DATA TABLE BELOW]
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Wilshire Oil Company ..... 100 163 165 162 171 148
S&P ...................... 100 130 140 155 157 215
Dow-Jones Oil-Secondary .. 100 98 99 110 106 123
6
<PAGE>
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 1995 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 Chief Executive Officer began drawing a salary at the time she assumed
the responsibilities of the CEO in May 1991. The Chief Executive Officer
requested the Board not to increase her salary during 1993. During 1994 and
1995, the Board determined to increase the Chief Executive Officer's salary and
to grant her bonuses, in light of her successful efforts in expanding and
diversifying the Company's business. The salary of the other Named Officer was
increased during both 1994 and 1995 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 the Named Officers in 1994 or 1995. 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 1933 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
7
<PAGE>
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 concering executive officer
compensation. Mr. Wilzig has no vote with respect to such matters.
During the first quarter of 1996, the Company acquired real estate
properties from The Trust Company of New Jersey ("TCNJ") at an aggregate price
of approximately $3 million. The purchase prices for these properties were based
upon, among other things, independent MAI appraisals. This transaction was not
financed by TCNJ. At March 31, 1996, the Company had mortgage loans payable to
TCNJ in the aggregate principal amount of $27.7 million at a weighted average
effective interest rate of approximately 7.1% per annum. At March 31, 1996, the
Company also had term loans payable to TCNJ in the aggregate principal amount of
$2,380,000, 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.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% shareholders to file with the Securities
and Exchange Commission certain reports regarding such persons' ownership of the
Company's securities. The Company is aware that Dr. William J. Schwartz, a
Director of the Company, did not file timely a Form 4 report for December 1995
to disclose a sale of shares. This form was inadvertently filed six days late.
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, 1996 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.
8
<PAGE>
MISCELLANEOUS
SUBMISSION OF STOCKHOLDER PROPOSALS--Any proposals of stockholders intended
to be presented at the 1997 Annual Meeting must be received by the Company no
later than January 24, 1997 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
----------------------------------
S. Wilzig Izak
Chairman of the Board
Dated: May 24, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1995,
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, 1995. 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.
9
<PAGE>
DIRECTIONS TO MARRIOTT GLENPOINTE
100 FRANK W. BURR BOULEVARD, TEANECK, NJ 07666
(201) 836-0600
- -- 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)
- -- 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
- -- 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 12:30 p.m.
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<PAGE>
APPENDIX
(Pursuant to Rule 304 of Regulation S-T)
1. Page 6 contains a description in tabular form of a graph entitled
"Perfrmance Graph" which represents the comparison of the cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return of the Standard and Poor's 500 Stock Index and the Dow Jones
Oil-Secondary Group for the period of each of the years commencing December 31,
1990 and ending December 31, 1995, which graph is contained in the paper format
of this Proxy Statement being sent to Stockholders.
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
PROXY--COMMON STOCK
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoints S. Wilzig Izak and Joseph K. Schwartz, and
each of them, proxies with full power of substitution in each of them to vote
all shares that the undersigned is entitled to vote at the annual meeting of
stockholders of WILSHIRE OIL COMPANY OF TEXAS to be held on June 21, 1996 or at
any adjournments thereof, on the following as specified and on such other
matters as may properly come before the meeting, hereby revoking any proxy
previously given.
A VOTE FOR IS RECOMMENDED BY THE DIRECTORS ON THE FOLLOWING:
1. Nominees for Class 1 director: Sam Halpern, Eric J. Schmertz, Esq. and Dr.
William J. Schwartz
[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
LISTED
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(To withhold your vote for any individual nominee(s) print the nominee's
name on the line above.
2. [ ] FOR [ ] AGIANST [ ] ABSTAIN Confirmation of Arthur Andersen LLP as
independent public accountants.
Upon all such other matters as may properly come before the meeting and/or
any adjournments thereof, as the proxies in their discretion may determine.
UNLESS YOU SPECIFY OTHERWISE, THIS PROXY, IF EXECUTED, WILL BE VOTED FOR
THE ABOVE PROPOSALS.
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IMPORTANT: PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
--------------------------------------------------------------------------
(Continued on reverse side.)
(Continued from reverse side.)
The signer acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement and the Annual Report to Stockholders for the year ended
December 31, 1995.
Dated:______________________, 1996
__________________________________
Signature
__________________________________
Signature if held jointly
Please sign exactly as your name
appears hereon. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by President or authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
- --------------------------------------------------------------------------------
IMPORTANT: PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
