SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A INFORMATION
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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
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(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.
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:_______________________________________________________________
WILSHIRE OIL COMPANY OF TEXAS
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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, July 19, 2002, for the
following purposes:
(1) To elect 3 directors of the Company to serve until successors are
elected and qualified.
(2) 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 24, 2002, 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
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S. WILZIG IZAK
Chairman of the Board
Dated: May 29, 2002
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You are cordially invited to join us for lunch,
prior to the meeting, at 1:00 p.m.
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WILSHIRE OIL COMPANY OF TEXAS
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306
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ANNUAL MEETING OF STOCKHOLDERS
JULY 19, 2002
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This Proxy Statement and the accompanying form of proxy, which were first
sent to stockholders on or about May 29, 2002 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 July
19, 2002 at 2:00 P.M. or any adjournment thereof (the "Annual Meeting"). The
close of business on May 24, 2002 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 April 30, 2002, 7,865,888 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 W. Martin Willschick and Ernest
Wachtel 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. 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 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 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.
1
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 April 30, 2002:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------- -------------------- --------
Siggi B. Wilzig ............................. 764,674 (1) 9.72%
921 Bergen Avenue
Jersey City, New Jersey 07306
Dimensional Fund Advisors, Inc............... 747,885 (2) 9.49%
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401
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(1) Mr. Wilzig, former Chairman and President of the Company, serves as the
Senior Consultant to the Company at a remuneration of $135,000 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 January 30, 2002, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed
that it is deemed to have beneficial ownership of 747,885 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 2002 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 2001, the Board met a total
of 5 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 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 4
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 W. Martin
Willschick. 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 4 times.
2
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 than 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
Three directors, constituting the Class I Directors, are to be elected at
the 2002 Annual Meeting for three-year terms expiring in 2005. There is no
cumulative voting; accordingly, proxies cannot be voted for more than three
nominees. The Board's nominees for Class I Directors are Eric J. Schmertz, Esq.,
Dr. William J. Schwartz and Miles Berger.
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.
SHARES OF
COMMON STOCK
YEAR BENEFICIALLY
BECAME OWNED ON
DIRECTOR APRIL 30, 2002
PRINCIPAL OCCUPATION OF THE AND PERCENTAGE
NAME CLASS AND AGE (A) COMPANY OF CLASS (B)
- ---- ----- -------------------- --------- --------------
Miles Berger................ I Chairman of Berger Organization, 2002 0 (g)
Real Estate Management and (0%)
Development Company,
Newark, N.J. Age 49
Milton Donnenberg .......... II Formerly President, Milton Donnenberg 1981 22,460 (e)
Assoc., Realty Management, (0.29%)
Carlstadt, N.J. Age 79.
S. Wilzig Izak ............. II Chairman of the Board since 1987 89,119 (c)
September 20, 1990; Chief (1.13%)
Executive Officer since May
1991; Executive Vice President
(1987-1990); prior thereto, Senior
Vice President. Age 43.
3
SHARES OF
COMMON STOCK
YEAR BENEFICIALLY
BECAME OWNED ON
DIRECTOR APRIL 30, 2002
PRINCIPAL OCCUPATION OF THE AND PERCENTAGE
NAME CLASS AND AGE (A) COMPANY OF CLASS (B)
- ---- ----- -------------------- --------- --------------
Eric J. Schmertz, Esq....... I Of Counsel to the Dweck law firm; 1983 23,218 (e)
Distinguished Professor Emeritus (0.29%)
and formerly Dean, Hofstra University
School of Law, Hempstead, N.Y.
Age 76.
Dr. William J. Schwartz .... I Chief of Ophthalmology, Good 1983 147,090 (d)(e)
Samaritan Hospital, Suffern, N.Y. (1.87%)
Age 57.
Ernest Wachtel ............. III President, Ellmax Corp., Builders 1970 98,491 (e)
and Realty Investors, Elizabeth, N.J. (1.29%)
Age 77.
W. Martin Willschick ....... III Manager, Treasury Services, City of 1997 7,062 (f)
Toronto, Canada. Age 50. Mr. Willschick (0.09%)
is Ms. Izak's first cousin.
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(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 16,390 shares of stock that could be acquired by S. Wilzig Izak on
the exercise of options exercisable within 60 days of April 30, 2002.
(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 10,300 shares of stock that could be obtained by each of these
Outside Directors on the exercise of options exercisable within 60 days of
April 30, 2002.
(f) Includes 5,000 shares of stock that could be obtained by W. Martin
Willschick on the exercise of options exercisable within 60 days of April
30, 2002.
(g) Miles Berger was elected in May 2002 to fill a vacancy created by Dr. Ira
F. Braun's decision to retire for personal reasons.
At April 30, 2002, 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 ...................... 410,032* 5.16%
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* Includes 72,890 shares subject to options exercisable within 60 days of
April 30, 2002.
4
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 not aware of any delinquent filings in
2001.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the years ended December 31, 1999, 2000
and 2001, 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 (the
"Named Officer"), for services rendered in all capacities during such period.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM
NAME AND CURRENT ----------------------------------------- COMPENSATION ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OTHER(A) OPTIONS GRANTED COMPENSATION(B)
- ------------------ ---- -------- ----- -------- --------------- ---------------
S. Wilzig Izak, ................. 2001 $140,000 -- -- -- $286
Chairman and CEO 2000 140,000 -- -- -- 272
1999 140,000 -- -- -- 255
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(a) During the periods covered, the Named Officer did not receive perquisites
(i.e., personal benefits such as country club memberships or use of
automobiles) in excess of the lesser of $50,000 or 10% of such individual's
salary and bonus.
(b) The $286 amount for 2001 represents the dollar value of insurance premiums
paid by the Company for term life insurance for Ms. Izak.
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 Officer during the year ended
December 31, 2001. The following table provides data regarding options exercised
during 2001 by the Named Officer as well as the number of shares covered by both
exercisable and non-exercisable stock options held by the Named Officer at
December 31, 2001. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of an existing
option and $3.12, the closing sale price of the Company's Common Stock on the
American Stock Exchange on December 31, 2001.
5
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/01 12/31/01
------------- -------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE RECEIVED UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------- ------------- --------------
S. Wilzig Izak ................. 0 $0 16,390/0 $ 0/0
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made at the close of business on December 31, 1996 in (i) the
Company's Common Stock, (ii) the Standard and Poor's 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.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG WILSHIRE OIL COMPANY OF TEXAS,
DOW JONES OIL--SECONDARY AND S&P COMPOSITE
[GRAPHICAL REPRESENTATION OF DATA CHART]
ASSUMES $100 INVESTED ON DECEMBER 31, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2001
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 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
6
addresses the Company's compensation policies for 2001 as they affected the
Company's Chief Executive Officer.
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 Company provides the Chief Executive Officer with a competitive salary.
The Board also believes that executive's compensation should be more closely
tied to Company performance through emphasis on equity rather than incremental
pay increases. This policy also serves to contain costs. The Company did not
increase the Chief Executive Officer's salary in 2001.
The Board believes that the key element in the Company's long term
compensation of executive officers is a stock option plan. In light of Ms.
Izak's current option holdings and other equity interests in the Company, the
Board's Stock Option Committee decided not to grant additional stock options to
Ms. Izak in 2001.
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.
This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement by reference to any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, and shall not be deemed filed under either of such acts except
to the extent that the Company specifically incorporates this information by
reference.
Respectfully submitted,
S. Wilzig Izak Dr. William J. Schwartz
Milton Donnenberg Miles Berger
Eric J. Schmertz Ernest Wachtel
W. Martin Willschick
7
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 2000, the Company acquired mortgage notes receivable secured by
underlying property from the Trust Company of New Jersey ("TCNJ") for $3.5
million. This transaction was financed in part with a $2.1 million loan from
TCNJ. In 2001, the Company entered into an agreement whereby they borrowed $3.2
million from TCNJ which was issued to a third party and redeemed the mortgage
notes acquired in 2000 in exchange for $6.79 million of mortgage notes
receivable. In addition, the Company obtained from TCNJ a $2.6 million loan at
prime secured by a certificate of deposit bearing interest at 1.85%, which
matured in March 2002.
During March 2002, the Company refinanced an existing mortgage loan with
TCNJ for $4.08 million and redeemed an unsecured line of credit with TCNJ for
$1.5 million. At March 29, 2002, the Company was indebted to TCNJ for
approximately $26.8 million of first mortgage loans at a weighted average
interest rate of approximately 7.53%, $1.97 million loan secured by marketable
securities at prime and a $2.0 million unsecured line of credit bearing interest
at prime. Siggi B. Wilzig, whose shareholdings of the Company are described on
page 2 of this proxy statement, is an officer, director and significant
shareholder of TCNJ.
AUDIT COMMITTEE REPORT
The Audit Committee reviews Wilshire's financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the
Committee has reviewed and discussed the audited financial statements contained
in the 2001 Annual Report on SEC Form 10-K/A with Wilshire's management and the
independent auditors. Management is responsible for the financial statements and
the reporting process, including the system of internal controls. The
independent auditors are responsible for expressing an opinion on the conformity
of those audited financial statements with accounting principles generally
accepted in the United States.
The Committee discussed with the independent auditors their independence
from Wilshire and its management including the matters in the written
disclosures required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees and considered the compatibility
of non-audit services with the auditors' independence. In addition, the
Committee discussed the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board, and the Board has approved, the inclusion of the
audited financial statements in Wilshire's Annual Report on SEC Form 10-K/A for
the year ended December 31, 2001, for filing with the Securities and Exchange
Commission.
This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement by reference to any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, and shall not be deemed filed under either of such acts except
to the extent that the Company specifically incorporates this information by
reference.
8
Respectfully submitted on April 30, 2002 by the members of the Audit
Committee of the Board of Directors:
W. Martin Willschick, Chairman
Eric J. Schmertz
Milton Donnenberg
AUDIT FEES AND RELATED MATTERS
AUDIT FEES
The Company was billed $115,000 for the audit of the Company's annual
financial statements for the year ended December 31, 2001 and the review of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
filed during 2001.
FINANCIAL INFORMATION SYSTEMS DESIGN IMPLEMENTATION FEES
No fees were charged to the Company by Arthur Andersen LLP for information
technology services for the year ended December 31, 2001.
ALL OTHER FEES
During the year ended December 31, 2001, the Company was billed $15,000 by
Arthur Andersen LLP for non-audit (tax) services.
OTHER MATTERS
Since there were no other services rendered by Arthur Andersen LLP, the
Audit Committee has concluded that there were no independence issues for the
year ended December 31, 2001.
Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the year ended December 31, 2001, less than
50% of such time involved work performed by persons other than the principal
accountant's full-time, permanent employees.
INDEPENDENT PUBLIC ACCOUNTANTS
At the recommendation of the Audit Committee of the Board of Directors, the
Company engaged the independent public accounting firm of Arthur Andersen LLP to
audit the Company's books, records, and accounts for the year 2001. Due to the
recent extraordinary events involving Arthur Andersen LLP, the Audit Committee
has not yet determined which accounting firm it intends to recommend to be the
Company's auditors for the year 2002. Due to those same events, the Company does
not know whether a representative of Arthur Andersen LLP will be at the annual
meeting and available to answer questions, but the Company will arrange for an
accountant to be available to answer appropriate questions.
9
MISCELLANEOUS
Submission of Stockholder Proposals--Any proposals of stockholders intended
to be presented at the 2003 Annual Meeting must be received by the Company no
later than January 30, 2003 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 29, 2002
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2001,
INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES OR HAS PRECEDED 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/A, INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULES
THERETO, FOR THE YEAR ENDED DECEMBER 31, 2001. REQUESTS FOR COPIES OF THE FORM
10-K/A SHOULD BE SENT TO: WILSHIRE OIL COMPANY OF TEXAS, SHAREHOLDER RELATIONS
DEPARTMENT, 921 BERGEN AVENUE, JERSEY CITY, NEW JERSEY 07306.
10
DIRECTIONS TO MARRIOTT GLENPOINTE
100 FRANK W. BURR BOULEVARD, TEANECK, NJ 07666
(201) 836-0600
o 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)
o 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
o 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
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You are cordially invited to join us for lunch,
prior to the meeting at 1:00 p.m.
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WILSHIRE OIL COMPANY OF TEXAS
PROXY--COMMON STOCK
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoints W. Martin Willschick and Ernest Wachtel 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 July 19, 2002 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, Esq., Dr. William J.
Schwartz and Miles Berger
[ ] 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(s) on the line above.
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.
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(Continued on reverse side.)
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(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, 2001.
Dated:___________________________, 2002
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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.
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IMPORTANT: PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
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