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.
- ---
<PAGE>
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:_______________________________________________________________
<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 Thursday, August 12, 1999, for the
following purposes:
(1) To elect 2 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, 1999.
(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 July 1, 1999, 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: July 20, 1999
- --------------------------------------------------------------------------------
You are cordially invited to join us for lunch, prior to the meeting,
at 12:45 p.m.
- --------------------------------------------------------------------------------
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
----------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 1999
----------
This Proxy Statement and the accompanying form of proxy, which were first
sent to stockholders on or about July 20, 1999 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
August 12, 1999 at 2:00 P.M. or any adjournment thereof (the "Annual Meeting").
The close of business on July 1, 1999 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 July 1, 1999, 8,859,227 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 Milton Donnenberg and S. Wilzig
Izak 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, 1999. 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.
1
<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 July 1, 1999:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
Siggi B. Wilzig.................... 897,705(1) 10.10%
921 Bergen Avenue
Jersey City, New Jersey 07306
Dimensional Fund Advisors, Inc..... 738,609 8.34%
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401
- ----------
(1) Includes 22,509 shares of Common Stock that could be obtained by Mr. Wilzig
on the exercise of stock options exercisable within 60 days of July 1,
1999. 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, 1998, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed
that it is deemed to have beneficial ownership of 738,609 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 seven 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 1999 Annual Meeting, Class II at the next succeeding
Annual Meeting and Class III at the following succeeding Annual Meeting. Two
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 1998, the Board met a total
of 4 times. All directors attended at least 75% of the meetings of the Board and
Committees on which they served.
2
<PAGE>
The Board of Directors has an Executive Committee which consists of W.
Martin Willschick, Ernest Wachtel and S. Wilzig Izak. 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, Eric J. Schmertz and William J.
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 W. Martin Willschick, Milton
Donnenberg, and Ernest Wachtel, met once during the past year.
Each director other than S. Wilzig Izak receives an annual fee of $11,000.
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.
PROPOSAL 1--ELECTION OF DIRECTORS
Two directors, constituting the Class I Directors, are to be elected at the
1999 Annual Meeting for three-year terms expiring in 2002. There is no
cumulative voting; accordingly, proxies cannot be voted for more than two
nominees. The Board's nominees for Class I Directors are Dr. William J. Schwartz
and Eric J. Schmertz.
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 JULY 1, 1999
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 19,433(e)
Radiology, Miami Vascular Institute; (0.22%)
Clinical Professor of Radiology,
University of Miami; prior thereto
at Medical College of Virginia. Age 49.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
YEAR BENEFICIALLY
BECAME OWNED ON
DIRECTOR JULY 1, 1999
PRINCIPAL OCCUPATION OF THE AND PERCENTAGE
NAME CLASS AND AGE (a) COMPANY OF CLASS (b)
---- ----- -------------------- -------- --------------
<S> <C> <C> <C> <C>
Milton Donnenberg......... II Formerly President, Milton Donnenberg 1981 19,370(e)
Assoc., Realty Management, (0.22%)
Carlstadt, N.J. Age 76.
S. Wilzig Izak............ II Chairman of the Board since 1987 106,710(c)
September 20, 1990; Chief (1.19%)
Executive Officer since May
1991; Executive Vice President
(1987-1990); prior thereto, Senior
Vice President. Age 40.
Eric J. Schmertz, Esq..... I Of Counsel to the law firm of Rivkin, 1983 20,128(e)
Radler & Kremer since July 1, (0.22%)
1989. Edward F. Carlough
Distinguished Professor and
formerly Dean, Hofstra University
School of Law, Hempstead, N.Y.
Age 73.
Dr. William J. Schwartz... I Chief of Opthalmology, Good 1983 144,001(d)(e)
Samaritan Hospital, Suffern, N.Y. (1.60%)
Age 54.
Ernest Wachtel............ III President, Ellmax Corp., Builders 1970 95,401(e)
and Realty Investors, Elizabeth, N.J. (1.06%)
Age 74.
W. Martin Willschick...... III Manager, Treasury Services, City of 1997 3,062(f)
Toronto, Canada. Age 47. Mr. Willschick (0.03%)
is Ms. Izak's first cousin.
</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 61,912 shares of stock that could be acquired by S. Wilzig Izak on
the exercise of options exercisable within 60 days of July 1, 1999.
(d) Includes 26,813 shares of stock owned by a profit sharing plan, 27,864
shares owned by Dr. Schwartz' wife and 2,953 shares owned by or on behalf
of Dr. Schwartz' children.
(e) Includes 7,210 shares of stock that could be obtained by each of these
Outside Directors on the exercise of options exercisable within 60 days of
July 1, 1999.
(f) Includes 1,000 shares of stock that could be obtained by W. Martin
Willschick on the exercise of options exercisable within 60 days of July 1,
1999.
At July 1, 1999, Steven A. Gelman beneficially owned 5,463 shares of Common
Stock (or .06 %), all of which represent shares of stock that could be obtained
by Steven A. Gelman on the exercise of options exercisable within 60 days of
July 1, 1999. Mr. Gelman was a Named Officer (as hereinafter defined) of the
Company for 1998. Mr. Gelman is no longer considered an executive officer of the
Company effective June 11, 1998 and accordingly, his holdings are not included
in the total below.
At July 1, 1999, all current directors and current executive officers as a
group (seven persons) beneficially owned equity securities as follows:
AMOUNT
BENEFICIALLY
TITLE OF CLASS OWNED PERCENT OF CLASS
-------------- ------------ ----------------
Common Stock ............ 408,105* 4.56%
- ----------
* Includes 98,962 shares subject to options exercisable within 60 days of July
1, 1999.
4
<PAGE>
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 W. Martin Willschick, a Director
of the Company, did not file timely a Form 5 report for 1998 to disclose a grant
of 5,000 options pursuant to the Company's 1995 Non-Employee Director Stock
Option Plan. This form was inadvertently filed 3 days late.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the years ended December 31, 1996, 1997
and 1998, 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 1998
exceeded $100,000 (the "Named Officers"), for services rendered in all
capacities during such period.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
NAME AND CURRENT -------------------------- COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B)
------------------ ---- ------ ----- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
S. Wilzig Izak.............. 1998 $140,000 -- -- -- $236
Chairman and CEO 1997 140,000 $14,000 -- -- 221
1996 126,000 14,000 -- -- 200
Steven A. Gelman............ 1998 110,000 -- -- -- 392
Senior Vice President 1997 105,000 10,000 -- -- 211
and Controller 1996 100,000 10,000 -- -- 192
</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) The $236 and $392 amounts for 1998 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, 1998. The following table provides data regarding options exercised
during 1998 by the Named Officers as well as the number of shares covered by
both exercisable and non-exercisable stock options held by the Named Officers at
December 31, 1998. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of an existing
option and $4.50, the closing sale price of the Company's Common Stock on the
New York Stock Exchange on December 31, 1998.
5
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/98 12/31/98
------------ -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE RECEIVED UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
S. Wilzig Izak........................ 0 $0 61,912/ $17,542/
0 0
Steven A. Gelman...................... 0 0 5,463/ 0/
0 0
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1993 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
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------
1993 1994 1995 1996 1997 1998
------ ---- ---- ---- ---- -----
Wilshire Oil Company .......... 100 106 91 85 88 75
S&P 500 ....................... 100 101 139 171 229 294
Dow Jones Oil--Secondary ...... 100 97 112 138 147 107
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 1998 as they affected the Company's
Chief Executive Officer and the Company's other executive officers.
6
<PAGE>
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.
During 1997, 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 the Named Officers in 1996, 1997 or 1998. 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. William J. Schwartz
Milton Donnenberg Dr. Ira F. Braun
Eric J. Schmertz Ernest Wachtel
W. Martin Willschick
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 1998, the Company acquired five real estate properties, four of
which were acquired from The Trust Company of New Jersey ("TCNJ") at an
aggregate price of approximately $5.6 million. The Company obtained
first-mortgage loans from TCNJ in the amount of $4.4 million to finance these
purchases from TCNJ. The purchase prices for these properties were based upon,
among other things, independent MAI appraisals. At July 1, 1999, the Company had
mortgage loans payable to TCNJ in the aggregate principal amount of
approximately $25 million at a weighted average effective interest rate of
approximately 7.75% per annum. At July 1, 1999, the Company also had term loans
7
<PAGE>
payable to TCNJ in the aggregate principal amount of $2.3 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, 1999 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.
MISCELLANEOUS
SUBMISSION OF STOCKHOLDER PROPOSALS--Any proposals of stockholders intended
to be presented at the 2000 Annual Meeting must be received by the Company no
later than March 22, 2000 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: July 20, 1999
8
<PAGE>
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998,
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, 1998. 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 12:45 p.m.
================================================================================
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
PROXY--COMMON STOCK
The Board of Directors Solicits This Proxy
The undersigned hereby appoints Milton Donnenberg and S. Wilzig Izak 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 August 12, 1999 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 I director, Eric J. Schmertz and Dr. William J. Schwartz
[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES LISTED
- --------------------------------------------------------------------------------
(To withhold your vote for any individual nominee(s) print the nominee's
name(s) on the line above.)
2. [ ] FOR [ ] AGAINST [ ] 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.
- --------------------------------------------------------------------------------
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, 1998.
Dated: , 1999
------------------------------
--------------------------------------------
Signature
--------------------------------------------
Signature if held jointly
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, as 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.
