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Wilshire Enterprises, Inc.
Setting a Course to Value
Annual Meeting
March 24, 2009
2
Agenda
I.
Introduction
II.
Wilshire: An Overview
III.
Value Creation Opportunity
IV.
Conclusion
3
New Leadership - A New Course
Kevin B. Swill President, COO and Member of the Board of
Directors
Investment Banking - 11 years on Wall St.
President of the financing arm of a multi-billion dollar real estate
development and management company
President overseeing an eight-million square foot portfolio of
office, retail and industrial properties in New York, New Jersey
and Pennsylvania.
Completed over $4 billion in debt and equity financing in support
of significant real estate transactions.
4
New Leadership - A New Course
James M. Orphanides, Member, Board of Directors
Former Chairman, President and CEO, now Chairman
Emeritus, of First American Title Insurance Company of New
York, the largest subsidiary of First American Corp.
(NYSE:FAF), a $ 2 billion real estate services company.
More than 35 years in the title industry
Director of CB Richard Ellis Realty Trust since 2006.
Member of the New York Land Title Association, American
Land Title Association, International Council of Shopping
Centers (ICSC), Urban Land Institute (ULI) and Pension Real
Estate Association (PREA).
5
Our Nominees
Miles Berger
Eric J. Schmertz
6
Miles Berger
Miles Berger, Chairman and Chief Executive Officer, is responsible for spearheading
The Berger Organization’s overall residential, hospitality and commercial operations
encompassing more than 1 million square feet of space. Credited as a visionary and
catalyst for Newark’s renaissance, he acquired the company’s first property, the
Newark Holiday Inn, on March 3, 1976, from New England Mutual Insurance Co.
The dated building has recently been demolished and the three-acre property is
slated for development as a mixed-use transportation hub complex.
Over the years, Miles has acquired more than a dozen hotel and commercial
properties throughout Newark, where he has spearheaded several prominent
commercial real estate development projects, and other burgeoning Northern New
Jersey cities, including Jersey City and East Orange. His deep appreciation for
Newark’s rich history and personal, unwavering commitment to restoring New
Jersey’s largest city to its past brilliance serves as the foundation for the company’s
concentrated real estate acquisitions throughout the city and the employment of
more than 220 local residents.
7
Miles Berger cont.
Miles’ interest in the future of Newark extends beyond the firm’s real estate
holdings to his involvement with numerous organizations. He has been
recognized for his professional and personal efforts with Newark’s
Businessperson of the Year Award as well as community service honors from
the Newark Police Department, Coalition of 100 Black Women, Hispanic Law
Enforcement of Essex County and Newark Emergency Services for Families
8
Eric J. Schmertz
Eric J. Schmertz is a distinguished professor emeritus of law and former
dean of Hofstra Law School, serving as dean from 1982 to 1989. He has been
a professor at the law school since its establishment in 1970. In 1981 he was
named the Edward F. Carlough Distinguished Professor and Chair in Labor
Law, occupying the school’s first endowed chair. He is also a Distinguished
Scholar and Practitioner in Residence at the Pace University School of Law.
Since 1983, when Mr. Schmertz was elected to the Board of Directors of
Wilshire Enterprises Inc., he has become deeply involved in all aspects of
commercial and residential real estate. He was appointed and has served as
the lead or supervisory director of the Board; as chairman of its
compensation committee; as a member of its audit, executive and strategic
planning committees. As the only attorney on the Board, Mr. Schmertz,
together with corporate counsel , played a significant role in advising on a
wide variety of legal matters confronting the Board, including proxy
matters; negotiations for the company’s sale; personnel investigation;
governmental relations; and other contractual and litigable matters.
9
Eric J. Schmertz cont.
From 1960 to 1968, by appointment of Governor Nelson Rockefeller, he was
executive director and a member of the New York State Board of Mediation.
For 12 years following its inception in 1968, he was one of three members of the
New York City Office of Collective Bargaining. From 1967 to 1978, he was the
chief mediator in virtually every contract negotiation between the City of New
York and its firefighter unions. He was also the impartial chairman between
those parties for 14 years and chaired the arbitration board that ended the
City’s only firefighter strike, in 1974.
Professor Schmertz is recognized as one of the nation’s leading labor-
management arbitrators. In a career in public service that has spanned nearly
50 years, he has heard and decided thousands of labor-management disputes.
10
Our Recent History
Decision to explore alternative methods of increasing stockholder
value
Full Value 2007 contest rejection
Freidman Billings search – 90 firms
Merger agreement with NWJ
Market Chaos – NWJ unable to get financing for multi-family
residential property
New Leadership - New Course
11
Value creation – Existing Properties and Markets
PROPERTY
UNITS
LOCATION
ALPINE VILLAGE
132
New Jersey
JEFFERSON
10
New Jersey
SUNRISE RIDGE
340
Arizona
SUMMERCREEK
180
Texas
VAN BUREN
70
Arizona
WELLINGTON
228
Texas
COMMERCIAL PROPERTY
SQ FT
LOCATION
AMBOY TOWER
75,000
New Jersey
ROYAL PLAZA
79,184
Arizona
TEMPE OFFICE
50,700
Arizona
12
Our Properties and Markets
II A Path to Value
Opportunities for value creation in the current financial crisis.
14
The Real Estate Collapse
National overview
Opportunities for growth
15
A Path to Value
Real Estate markets are cyclical –
The perfect storm of debt shakeouts,
Mortgage crisis
A slowing economy has created a market bottom opportunity.
Not alone in our assessment:
Grubb and Ellis: “Debt will be the hot (real estate) investment
type in 2009”
CB Richard Ellis: “2009 is the year of opportunity. The
outcome…lies in the hands of every owner and buyer.”
We expect commercial real estate to rebound faster than housing.
16
A Path to Value
Opportunity in the near term by refinancing and renovating
Land joint venture possibility
Senior housing
Renovation and construction costs are falling
17
A Path to Value
Market dislocations create opportunity.
Careful, well researched investing.
18
A Path to Value
OUR MARKETS:
COMMERCIAL
Lenders pressing over-extended owners to motivated sellers
Debt capital needs to flow again - CMBS markets must reformulate
Regulators must restore confidence in securities markets
Systemic overhaul promises more measured debt flows
19
A Path to Value
OUR MARKETS:
COMMERCIAL
Commercial real estate markets will be the first to rebound
Debt capital is flowing, but at lower leverage than before
Bailout measures taking hold, confidence will be restored.
20
A Path to Value
OUR PATH FOR 2009:
Focus on strengthening existing portfolio
Seek out off-market opportunities that offer significant discounts
Buy discounted loans (promissory notes) from lenders
Capitalize on Wilshire's strength and experience - Buy and hold
multi-family properties
21
Bulldog’s self-serving agenda
Despite rejection by holders at the last annual meeting, Bulldog
is back.
Dissident nominees offer NO PLAN, NO PATH.
Singleminded agenda: sell or liquidate Wilshire immediately
Fire sale / liquidation makes no sense:
Weak M&A market
Terrible real estate market
Difficult funding environment
Substantial growth opportunities available
A Full Value sale is a Fire Sale.
22
Bulldog’s self-serving agenda
This Board has demonstrated that it is not entrenched
– they carried through a sales process. The buyer
backed off, not the Board.
They have considered and determined that a
sale/liquidation of Wilshire at the current time is
simply and clearly NOT in the interests of all Wilshire
shareholders.
We are convinced we have a solid strategy, a path to
increased shareholder value, and we need your
support to follow it.
23
Board Committed to Delivering Shareholder Value
All non-employee directors are independent (5 of 7)
Directors have extensive management, finance and real
estate experience
All key committees (Audit, Compensation and
Nominating) comprised solely of independent directors
Active and involved board -- Frequent meetings and
discussions (15 full board meetings in 2007 and 12 full
board meetings in 2008)
Independent presiding director
24
Our Conclusion:
Real Estate Markets at historic lows
A Path to Value - Leverage our capital and expertise to deliver
value to all holders.
Exploring attractive opportunities
Bargain basement fire sale would not be fair.
Wilshire’s Board has and will continue to “Do the Right
Thing” for shareholders.
VOTE THE WHITE PROXY