J. W. MAYS, INC.
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 28, 1995
--------------------
October 23, 1995
To Our Shareholders:
You are cordially invited to attend the 1995 Annual Meeting of Shareholders
of J. W. Mays, Inc. (the "Company"). The Meeting will be held on Tuesday,
November 28, 1995 at 10:00 A.M., New York time, at the offices of the Company, 9
Bond Street, Brooklyn, New York, for the following purposes:
1. To consider and vote upon a proposal to fix the number of directors
to be elected at seven.
2. To elect seven persons to the Board of Directors of the Company to
serve until the next Annual Meeting of Shareholders and until the election
and qualification of their respective successors.
3. To consider and vote upon a proposal to ratify the appointment by
the Board of Directors of Lipsky, Goodkin & Co., P.C., independent public
accountants, to audit the books, records and accounts of the Company and
its subsidiaries for the fiscal year ending July 31, 1996.
4. To transact such other matters as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 19, 1995
as the record date for the determination of shareholders entitled to notice of
and to vote at the 1995 Annual Meeting of Shareholders or any adjournment
thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING,
REGARDLESS OF THE NUMBER YOU MAY HOLD. PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE SELF-ADDRESSED ENVELOPE
ENCLOSED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. THIS WILL NOT PREVENT
YOU FROM VOTING YOUR SHARES IN PERSON IF YOU ARE PRESENT.
By order of the Board of Directors,
SALVATORE CAPPUZZO
Secretary
<PAGE>
J. W. MAYS, INC.
9 Bond Street
Brooklyn, N. Y. 11201
--------------------
PROXY STATEMENT
--------------------
The Proxy and the Solicitation
This Proxy Statement and accompanying form of proxy are first being sent or
given to shareholders commencing on or about October 23, 1995. The enclosed form
of proxy is solicited by the Board of Directors of the Company for use at the
1995 Annual Meeting of Shareholders to be held on November 28, 1995 (including
any adjournments). It may be revoked at any time prior to exercise by written
notice given to the Secretary of the Company. Proxies in the accompanying form
which are properly executed by shareholders, duly returned to the Company or its
agent, and not revoked, will be voted in the manner specified thereon.
Outstanding Voting Stock
Each of the 2,136,397 outstanding shares of common stock, par value $1 per
share (the only class of voting security), of the Company (net of 41,900 shares
held as treasury stock, which shares cannot be voted) held of record on October
19, 1995 is entitled to one vote on each of the matters to be acted upon at the
Meeting or any adjournment thereof.
Security Ownership of Certain Beneficial Owners and Management
Reference is made to the information under the caption "Information
Concerning Nominees for Election as Directors" for a statement of the direct
beneficial ownership of the Company's shares of common stock by its director
nominees. The address for each of such nominees and persons hereinafter
mentioned is c/o J. W. Mays, Inc., 9 Bond Street, Brooklyn, New York 11201. The
information below is given as of September 29, 1995.
To the best of the Company's knowledge, the following persons were the
beneficial owners or were part of a group which was the beneficial owner of more
than 5% of the Company's outstanding common stock, as of September 29, 1995:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Name of Beneficial Owner Ownership in J. W. Mays, Inc. Percent of Class
- ------------------------ ------------------------------- ----------------
<S> <C> <C>
Weinstein Enterprises, Inc. ..................... (1) (1)
Rockridge Farm
Route 52
Carmel, New York 10512
Subsidiaries of Weinstein Enterprises, Inc.:
Gailoyd Enterprises Corp. ....................... 626,120(1) 29.31%
Rockridge Farm
Route 52
Carmel, New York 10512
Celwyn Company, Inc. ............................ 240,211(1) 11.24%
Rockridge Farm
Route 52
Carmel, New York 10512
------- -----
Total ....................................... 866,331 40.55%
======= =====
(Footnotes on page 2)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Through
Weinstein Percent
Name of Beneficial Owner Enterprises Direct Total of Class
------------------------ ----------- ------ ----- --------
<S> <C> <C> <C> <C>
Sylvia W. Shulman(2) ....................... 253,979.37 282 254,261.37 11.90%
Max L. Shulman(1)(3) ....................... -- 34,883 34,883.00 1.63%
Lloyd J. Shulman(4) ........................ 128,198.94 43,639 171,837.94 8.04%
Lloyd J. Shulman Trust(4) .................. 21,712.42 -- 21,712.42 1.02%
Gail S. Koster(5) .......................... 80,731.22 9,285 90,016.22 4.21%
Gail S. Koster Trust(5) .................... 7,237.48 -- 7,237.48 .34%
Florence Felmus Trust(5) ................... 57,899.79 -- 57,899.79 2.71%
Florence Felmus Trust(6) ................... 231,887.90 -- 231,887.90 10.86%
Madeleine Orloff(6) ........................ 42,341.94 -- 42,341.94 1.98%
Linda Jessogne(6) .......................... 42,341.94 -- 42,341.94 1.98%
J. Weinstein Foundation, Inc.(7) ........... -- 140,568 140,568.00 6.58%
---------- ------- ------------ -----
Total .................................. 866,331.00 228,657 1,094,988.00 51.25%
---------- ------- ------------ -----
- ---------------
<FN>
(1) Weinstein Enterprises, Inc., a Delaware corporation, is the beneficial
owner of 866,331 shares (40.55%) of the outstanding common stock of the
Company through its two wholly-owned subsidiaries: (i) Gailoyd Enterprises
Corp., a Delaware corporation ("Gailoyd"), which directly owns 626,120
shares (29.31%) of the outstanding common stock of the Company and (ii)
Celwyn Company, Inc., a Delaware corporation ("Celwyn"), which directly
owns 240,211 shares (11.24%) of the outstanding common stock of the
Company.
(2) Sylvia W. Shulman directly owns 282 shares of the outstanding common stock
of the Company. She also beneficially owns 253,979.37 shares of the
outstanding common stock of the Company through her beneficial ownership of
1,759 shares (29.32%) of Weinstein Enterprises, Inc., which includes 1,606
shares (26.77%) held by Sylvia W. and Lloyd J. Shulman as trustees for the
benefit of Sylvia W. Shulman, for a total of 254,261.37 shares (11.90%).
Does not include 21,840 shares owned as tenant in common with her husband,
Max L. Shulman. See footnote (3) below.
(3) Max L. Shulman directly owns 34,883 shares of the outstanding common stock
of the Company of which 21,840 shares are owned as tenant in common with
his wife, Sylvia W. Shulman. See footnotes (4), (5) and (6) below wherein
Mr. Shulman acts as a trustee for certain other Trusts.
(4) Lloyd J. Shulman directly owns 43,639 shares of the outstanding common
stock of the Company. He also beneficially owns 128,198.94 shares of the
outstanding common stock of the Company through his beneficial ownership of
887.875 shares (14.80%) of Weinstein Enterprises, Inc. and, pursuant to the
will of the late Celia Weinstein, the Lloyd J. Shulman Trust owns 21,712.42
shares (1.02%) of the outstanding common stock of the Company through the
beneficial ownership of 150.375 shares (2.51%) of Weinstein Enterprises,
Inc., for a total of 193,550.36 shares (9.06%). Max L. Shulman, Sylvia W.
Shulman and Lloyd J. Shulman are trustees of the Lloyd J. Shulman Trust.
(Footnotes continued)
</FN>
</TABLE>
2
<PAGE>
(5) The Shulman family beneficially owns 637,848.22 shares (29.85%) of the
outstanding common stock of the Company both directly and through Weinstein
Enterprises, Inc. This total includes the 80,731.22 shares (3.78%) of the
outstanding common stock of the Company beneficially owned by Gail S.
Koster (daughter of Max L. and Sylvia W. Shulman) through ownership of
shares of Weinstein Enterprises, Inc., 7,237.48 shares (.34%) of the
outstanding common stock of the Company beneficially owned by the Gail S.
Koster Trust, through Weinstein Enterprises, Inc., of which Max L. Shulman
and Max L. Shulman, Sylvia W. Shulman and Lloyd J. Shulman are trustee(s),
respectively, and 9,285 shares (.43%) owned directly by Gail S. Koster.
Also the total includes 57,899.79 shares (2.71%) of the outstanding common
stock of the Company owned by a Trust for Florence Felmus (daughter of the
late Joe and Celia Weinstein, the founders of J. W. Mays, Inc., and a
sister of Sylvia W. Shulman) through the ownership of 401 shares (6.68%) of
Weinstein Enterprises, Inc., pursuant to the will of the late Celia
Weinstein. Max L. Shulman, Sylvia W. Shulman and Lloyd J. Shulman are
trustees of this Florence Felmus Trust and are the beneficial owners
thereof.
(6) Another Trust for Florence Felmus owns 231,887.90 shares (10.86%) of the
outstanding common stock of the Company through the beneficial ownership of
1,606 shares (26.77%) of Weinstein Enterprises, Inc.
This table includes the shares of outstanding common stock of the Company
beneficially owned by Madeleine Orloff and Linda Jessogne (daughters of
Florence Felmus), who may be considered part of the Florence Felmus family.
Madeleine Orloff and Linda Jessogne each beneficially owns 42,341.94 shares
(1.98%) of the outstanding common stock of the Company through their
individual beneficial ownership of 293.25 shares (4.89%) of Weinstein
Enterprises, Inc.
(7) J. Weinstein Foundation, Inc. directly owns 140,568 shares (6.58%) of the
outstanding common stock of the Company. The Shulmans, as officers and
directors of J. Weinstein Foundation, Inc., share voting power as to these
shares and, consequently, may be deemed to be beneficial owners thereof,
although the table set forth above does not include such shares as
beneficially owned by such persons.
To the best of the Company's knowledge, the directors and executive
officers of the Company considered as a group beneficially owned the following
amount of outstanding common stock of the Company as of September 29, 1995:
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership in
J. W. Mays, Inc. Percent of Class
----------------------- ----------------
<S> <C> <C>
All directors and executive officers of the
Company considered as a group (10 persons) ...... 633,197.73* 29.64%
- ------------
<FN>
* This total includes 482,694.73 shares (22.59%) derived from the Shulmans'
beneficial holdings, excluding those of Gail S. Koster and the Gail S.
Koster Trust, and also includes 140,568 shares (6.58%) of the outstanding
common stock of the Company owned directly by J. Weinstein Foundation, Inc.
together with 9,935 shares (.47%) owned by other officers and directors.
Moreover, the directors who are also directors of Weinstein Enterprises,
Inc. may, because of their power to vote a majority of the shares in
Weinstein Enterprises, Inc., be considered to be the beneficial owners of
the 866,331 shares (40.55%) of the outstanding common stock of the Company
held by Weinstein Enterprises, Inc.
</FN>
</TABLE>
3
<PAGE>
Principal Non-Affiliated Holders of Common Stock
To the best of the Company's knowledge, the following "persons" were the
beneficial owners of more than 5% of the Company's outstanding common stock,
other than those set forth above, as of September 29, 1995:
Amount and Nature of
Beneficial Ownership in
J. W. Mays, Inc. Percent of Class
----------------------- ----------------
Estate of Sol Goldman .............. 457,400* 21.41%
c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
* The number of shares shown above has been obtained from a Form 3, dated
March 11, 1992, relating to events occurring on March 4, 1991, filed with
the Securities and Exchange Commission on behalf of each of Jane H.
Goldman, Allan H. Goldman and Louisa Little, Co-executors of the Estate of
Sol Goldman.
Amount and Nature of
Beneficial Ownership in
J. W. Mays, Inc. Percent of Class
----------------------- ----------------
Tweedy, Browne Company L.P.,
TBK Partners, L.P. and
Vanderbilt Partners, L.P. .......... 180,400* 8.44%
52 Vanderbilt Avenue
New York, New York 10017
* The number of shares shown above has been obtained from "Amendment No. 1
dated July 5, 1995 to a Statement on Schedule 13D dated August 31, 1993,
filed with the Securities and Exchange Commission.
Proposal to Fix the Number of Directors at Seven
Directors are to be elected to serve until the next Annual Meeting of
Shareholders and until the election and qualification of their respective
successors. The By-Laws provide that prior to the election of directors at each
Annual Meeting of Shareholders, the number of directors to be elected at such
meeting for the ensuing year shall be fixed by the shareholders by a majority
vote of the shares represented at the meeting in person or by proxy within the
limits fixed by the Certificate of Incorporation which provides for a minimum of
three and a maximum of eleven. The Board of Directors recommends the election of
seven directors and, except as discussed below, all proxies received pursuant to
this solicitation will be voted for that number of directors. The affirmative
vote of a majority of the shares represented in person or by proxy is required
to fix the number of directors at seven.
Information Concerning Nominees for Election as Directors
It is intended that proxies received pursuant to this solicitation will be
voted for the election of the following nominees, unless for any reason any such
nominee shall not be available for election, in which event the proxies will be
voted in favor of the remainder of those nominated, and may be voted for
substitute nominees in place of those who are not candidates or to reduce (but
not below three) the number of directors to be elected. Each of the nominees has
consented to serve as a director, if elected, and it is contemplated that all of
the nominees will be available for election as directors.
The following information is given as of September 29, 1995 with respect to
each nominee for election as a director. Such information has been furnished by
the nominees. The table shows their
4
<PAGE>
respective ages in parentheses, the positions and offices held with the Company,
the period served as a director, their business experience during the past five
years, including their principal occupations and employment during that period,
their direct beneficial ownership and percentage of the Company's outstanding
shares owned [excluding shares which may be deemed to be beneficially owned as
set forth under the caption "Security Ownership of Certain Beneficial Owners and
Management" (pages 1 to 3)], and other directorships in public companies. Sylvia
W. Shulman is the wife of Max L. Shulman and Lloyd J. Shulman is their son.
<TABLE>
<CAPTION>
Shares Directly Owned
Beneficially as of
Name, Age, September 29, 1995
Business Experience, First Became -------------------------
and Directorships Director Number Percentage
-------------------- ------------ ------ ----------
<S> <C> <C> <C>
Frank J. Angell+ (75) November, 1976 100(2) .005%
Professor Emeritus, New York University College of Business
and Public Administration since September 1990; Professor of
Insurance and Finance, New York University College of
Business and Public Administration until August 1990;
President, University Applied Management Consultants Corp.
(consultants on portfolio management and estate planning).
Jack Schwartz (73) November, 1987 -- --
Private Consultant; from January 1986 to September 1989,
Consultant, The Brooklyn Union Gas Company.
Max L. Shulman+(1) (86) January, 1946 34,883(3)(4) 1.63%
Co-Chairman of the Board, J. W. Mays, Inc.; prior to June
1995, Chairman and Chief Executive Officer.
Sylvia W. Shulman (77) February, 1965 282(3)(5) .01%
Prior to January 1989, Fashion Director and Merchandiser of
Boutique Shops, J. W. Mays, Inc.
Lloyd J. Shulman+(1) (53) November, 1977 43,639(3) 2.04%
Co-Chairman and President and Chief Executive Officer and
Chief Operating Officer, J. W. Mays, Inc.; from November
1978 to June 1995, President and Chief Operating Officer,
and prior to November 1978, Senior Vice President,
J. W. Mays, Inc.
Lewis D. Siegel (64) November, 1986 -- --
Vice President, Smith Barney, Inc. since August 1989; from
1973 to August 1989, Vice President, Thomson McKinnon
Securities Inc.
Alex Slobodin+ (80) November, 1963 8,714(6) .41%
Executive Vice President and Treasurer, J. W. Mays, Inc.
</TABLE>
(Footnotes on page 6)
5
<PAGE>
+ Member of Executive Committee.
(1) At the Board of Directors' meeting held May 24, 1995, Mr. Max L. Shulman,
then Chairman and Chief Executive Officer of the Company, vacated the
position of Chief Executive Officer of the Company, effective June 1, 1995.
Mr. Max L. Shulman was elected to the position of Co-Chairman of the Board
of Directors along with his son, Lloyd J. Shulman, and the former will
continue as a director and as an employee of the Company.
Mr. Lloyd J. Shulman, President and Chief Operating Officer of the Company,
at the same directors' meeting, effective June 1, 1995, was elected to the
position of Co-Chairman of the Board of Directors and also assumed the
position of Chief Executive Officer to fill the vacancy created by Mr. Max
L. Shulman. Mr. Lloyd J. Shulman will continue as President and Chief
Operating Officer the Company.
(2) Owned jointly with his wife.
(3) Reference is made to the caption "Security Ownership of Certain Beneficial
Owners and Management" (pages 1 to 3) for information relating to
beneficial ownership of holders owning more than 5% of the outstanding
stock of the Company.
(4) Includes 21,840 shares owned as tenant in common with his wife, Sylvia W.
Shulman. Does not include 282 shares owned by his wife. See footnote (5)
below.
(5) Does not include 21,840 shares owned as tenant in common with her husband,
Max L. Shulman. See footnote (4) above.
(6) 2,000 of these shares are owned jointly with his wife. Does not include 11
shares beneficially owned by his son as to which beneficial ownership is
disclaimed.
Meetings and Committees of the Board
The Board of Directors of the Company holds regular quarterly meetings to
review significant developments affecting the Company and to act on matters
requiring Board approval. During fiscal 1995, the Board held four regular
meetings.
Executive Committee--This Committee may exercise all the powers of the
Board when it is not in session, except as otherwise provided in a resolution or
By-Law. This Committee did not meet during fiscal 1995.
Audit Committee--This Committee during fiscal 1995 consisted of the
following non-employee members of the Board: Messrs. Frank J. Angell (Chairman),
Lewis D. Siegel and Jack Schwartz.
The Audit Committee, which met two times in fiscal 1995, is responsible for
such matters as recommending to the Board of Directors a firm of independent
public accountants to audit the books, records and accounts of the Company and
its subsidiaries, reviewing the scope and results of annual audits, reviewing
auditors' recommendations to management and the response of management to such
recommendations, reviewing internal audit reports, and reviewing the adequacy of
financial and accounting control mechanisms employed by the Company. The
Committee also reviews and approves any non-audit related services rendered to
the Company and its subsidiaries by the independent public accountants and their
fees. The Committee is also prepared to meet at any time upon request of the
independent public accountants to review any special situation arising in
relation to any of the foregoing subjects.
Investment Advisory Committee--This Committee during fiscal 1995 consisted
of Messrs. Max L. Shulman (Chairman), Frank J. Angell, Jack Schwartz, Lloyd J.
Shulman, Lewis D. Siegel and Alex Slobodin. The Committee meets as necessary on
the call of the Chairman. The Committee met four times in fiscal 1995. The
Committee reviews and makes recommendations concerning the investment choices
available with safety of principal, high yields and liquidity as the prime
objectives.
6
<PAGE>
Executive Compensation Committee--This Committee is composed of five
directors, Max L. Shulman (Chairman), Frank J. Angell, Jack Schwartz, Lloyd J.
Shulman and Lewis D. Siegel, three of whom are non-employee directors. The
Committee recommends to the Board the establishment and modification of
executive compensation plans and programs. It considers and recommends to the
Board remuneration arrangements for the Chief Executive Officer, as well as the
compensation for the other executive officers. The Committee met three times
during fiscal 1995.
Each director attended 100% of the aggregate meetings of the Board and the
Committees (if a member thereof) held during fiscal 1995.
The Board of Directors does not have a standing Nominating Committee.
Executive Compensation and Related Matters
The tabulation below sets forth, on an accrual basis, the aggregate
compensation paid by the Company and its subsidiaries during the fiscal year
ended July 31, 1995 for the most highly compensated directors and executive
officers of the Company, each of whose total compensation exceeded $100,000:
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------
Name and Other Annual
Principal Position Year Salary Compensation(1)(2)
------------------ ---- -------- ------------------
<S> <C> <C> <C>
Max L. Shulman(4) .................................. 1995 $116,964 $14,909(3)
Co-Chairman of the Board 1994 125,344 16,395(3)
1993 125,344 9,759(3)
Lloyd J. Shulman(4) ................................ 1995 120,330 15,438(3)
Co-Chairman of the Board and President, 1994 120,330 15,609(3)
Chief Executive Officer and Chief Operating 1993 120,330 9,258(3)
Officer
Alex Slobodin ...................................... 1995 119,285 15,274(3)
Executive Vice President and Treasurer 1994 113,110 14,475(3)
1993 112,165 8,441(3)
- ------------
<FN>
(1) Each non-employee director receives an annual retainer of $2,000 plus $500
for each Board meeting and $500 for each Committee meeting attended, except
if the Investment Advisory Committee and the Executive Compensation
Committee meetings are held on the same day as the meeting of the Board of
Directors, then the attendance fee for each such meeting will be $100.
(2) Excludes certain personal benefits aggregating less than $25,000 for any
member of the group.
(3) The Company's Retirement Plan, as amended, which became effective August 1,
1991, is a Money Purchase Retirement Plan. Contributions to the Plan are
required to be made from time to time by the Company. Each of the named
executive officers has a 100% vested interest in the amount listed. All
current directors who are not executive officers do not participate in the
Plan.
(4) At the Board of Directors' meeting held May 24, 1995, Mr. Max L. Shulman,
then Chairman and Chief Executive Officer of the Company, vacated the
position of Chief Executive Officer and reduced his annual salary from
$125,000 to $75,000, each effective June 1, 1995. Mr. Max Shulman was
elected Co-Chairman of the Board and continued as a director and as an
employee of the Comapny. Mr. Lloyd J. Shulman, at the same meeting, was
elected Co-Chairman of the Board of Directors and also assumed the position
of Chief Executive Officer. He will continue as President and Chief
Operating Officer and as a director of the Company. Mr. Lloyd J. Shulman
declined to accept an increase in salary at that time.
</FN>
</TABLE>
7
<PAGE>
Report on Executive Compensation
The executive compensation program of the Company is administered by the
Executive Compensation Committee. The Committee has the responsibility for
recommendations to the Board with respect to all compensation to officers and
directors of the Company.
Base Salary
Salary levels for the Company's executive officers are established
principally on the basis of the executive's position. In each case,
consideration is given both to the personal factors such as the individual's
record and the responsibility associated with his position, and the prevailing
conditions in the geographic area where the executive's services are performed.
The Committee recognized the difficult economic condition in the real
estate market but believes executive officers' base salaries, approved by the
Board, are at or below competitive base salary levels.
The Committee in determining future base salary increases will consider the
Company's performance under the then existing conditions and the then
competitive conditions in the labor market.
The Company has no incentive compensation program.
Retirement Plan
The Board of Directors adopted The J.W. Mays, Inc. Retirement Plan and
Trust ("Plan") effective August 1, 1991. The Board of Directors believes that
the Plan will strengthen the ability of the Company to attract and retain
employees (exclusive of those employees covered by a collective bargaining
agreement) and increase such individuals' incentive to contribute to the
Company's future success.
On August 25, 1993, the Board of Directors approved a modification of the
Plan, retroactive to August 1, 1993, by increasing the Company's contribution to
the Plan from an amount equal to 5% of each participant's compensation to 10%
and from 5% to 5.7% of each participant's compensation in excess of the
contribution and benefit base in effect under Section 230 of the Social Security
Act for each year.
Agreements with Executives
The Executive Compensation Committee, at its November 30, 1993 meeting,
recommended to the Board that it modify and extend Max L. Shulman's employment
agreement from December 31, 1993 to December 31, 1996. The extended agreement,
as further modified, effective June 1, 1995, provides for compensation of not
less than $75,000 per annum. His deferred compensation of $520,000, which amount
was accrued through December 31, 1990, is to be payable in equal monthly
installments of $8,666.67 for a maximum period of 60 months, payable upon the
expiration of his employment, his retirement, permanent disability, as defined
in the agreement, or death. There are no requirements for additional deferred
compensation subsequent to December 31, 1990.
The Company has also modified and extended individual employment agreements
to December 31, 1995, covering the period January 1, 1993 to December 31, 1995,
with each of its other officers, except George Silva who was elected a Vice
President March 8, 1995 and Salvatore Cappuzzo as the Secretary, as authorized
by the Board of Directors, to help ensure retention of key executives, to
provide them with employment security and to minimize distractions resulting
from personal uncertainties and risks if there is a threat or occurrence of a
bid to acquire the Company prior to December 31, 1995. The agreements provide
explicit detail on compensation arrangements provided to the executive in return
for fulfillment of the responsibilities of the executive position.
8
<PAGE>
Executive Compensation Committee Members:
Max L. Shulman, Chairman
Frank J. Angell
Jack Schwartz
Lloyd J. Shulman
Lewis D. Siegel
Executive Compensation Committee Interlocks and Insider Participation
Max L. Shulman and Lloyd J. Shulman, Co-Chairmen of the Board of Directors
of the Company and members of the Executive Compensation Committee, each serve
as an officer and director of Weinstein Enterprises, Inc., the beneficial owner
of 40.55% of the outstanding common stock of the Company through its two
wholly-owned subsidiaries: (1) Gailoyd Enterprises Corp. which directly owns
29.31% of the outstanding common stock of the Company and (2) Celwyn Company,
Inc. which directly owns 11.24% of the outstanding common stock of the Company.
Max Shulman and Lloyd Shulman each also serve as an officer and director of
Gailoyd Enterprises Corp. and Celwyn Company, Inc.
Performance Graph
Comparison of Five-Year Cumulative Total Return
J.W. MAYS, INC., S&P 500 and Peer Group
(Performance Results Through 07/31/95)
The following graph sets forth a comparison of the Company's cumulative
total shareholder return from August 1, 1990 through July 31, 1995, assuming
reinvestment of dividends, although the Company has not paid dividends, with the
cumulative total return for the same period measured by the Standard & Poor's
500 Composite Index and, as a peer group, the Value Line Real Estate Industry.
[PERFORMANCE GRAPH]
1990 1991 1992 1993 1994 1995
------- ------- ------- ------- ------- -------
MAYS [ ] $100.00 $ 78.05 $ 62.44 $ 21.95 $ 25.37 $ 29.27
D&P 500 + $100.00 $112.78 $127.27 $138.46 $145.67 $183.41
Peer Group X $100.00 $ 90.73 $ 74.58 $ 79.38 $ 88.99 $ 97.89
9
<PAGE>
The Performance Graph assumes $100 invested at the close of trading on the
last trading day preceding the first day of the fifth preceding fiscal year in
the Company's common stock, S&P 500 and Peer Group.
The Performance Graph shall not be deemed incorporated by reference by any
general statement of incorporation by reference in any filing made under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, and shall not otherwise be deemed filed under such Acts.
Independent Public Accountants
Subject to ratification by the shareholders, the Board of Directors of the
Company, upon recommendation of the Company's Audit Committee, has selected the
firm of Lipsky, Goodkin & Co., P.C., independent public accountants, to audit
the books, records and accounts of the Company and its subsidiaries for the
fiscal year ending July 31, 1996. This firm first became the independent public
accountants of the Company and its subsidiaries for the fiscal year ended July
31, 1977. Lipsky, Goodkin & Co., P. C. has no direct or indirect financial
interest in the Company.
If the selection of Lipsky, Goodkin & Co., P.C. is not ratified by the
shareholders, or if after ratification that firm for any reason becomes unable
or ineligible to serve, the selection of other independent public accountants
will be considered by the Board. A representative of the accounting firm is
expected to attend the annual meeting with the opportunity to make a statement,
if he desires to do so, and he is expected to be available to respond to
appropriate questions.
Certain Transactions
During the past fiscal year, the Company paid Weinstein Enterprises, Inc.
("Enterprises")* total rentals of $141,300 for leases on which two of the
Company's real estate properties are located and interest of $100,167 on a
mortgage held by Enterprises on the Jowein Building, Brooklyn, New York. In the
opinion of the Company, the rentals and interest paid to Enterprises are no more
favorable than would be payable for comparable property and mortgage,
respectively, in arms-length transactions with non-affiliated parties.
The Company had leased from Celwyn Company, Inc. ("Celwyn")* one of the
stores which it closed in connection with the reorganization proceedings, at an
annual minimum rental of $180,000. The Company, by agreement with Celwyn,
modified and assigned the lease to a third party. The agreement with Celwyn
provides for the equal division between the Company and Celwyn of the rental
received by Celwyn in excess of the annual minimum rental of $180,000. In the
opinion of the Company, the rental paid to Celwyn was also no more favorable
than would have been payable for comparable property in arms-length transactions
with non-affiliated parties. During the past fiscal year the Company recorded
the sum of $385,720 as its share of the excess rental from Celwyn.
Background
The Company discontinued the retail department store segment of its
operations on January 3, 1989. The Company intends to continue its real estate
operation, including but not limited to the sale/purchase and/or lease of
properties, as conducted prior to the discontinuance of its retail department
store segment.
Other Information
The Board of Directors is not aware, at the date hereof, of any other
matter to be presented which is a proper subject for action by the shareholders
at the meeting. If any other matter comes before the Meeting, it is intended
that the persons named in the accompanying form of proxy will vote thereon in
their discretion.
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* Reference is made to the caption "Security Ownership of Certain Beneficial
Owners and Management" (pages 1 to 3) for information concerning the
ownership interests which certain nominees and officers have in Enterprises
and Celwyn.
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In view of time requirements incident to the preparation, review and
printing of this Proxy Statement, all of the information herein is necessarily
furnished as of the date of its preparation, approximately September 29, 1995,
unless otherwise stated.
The Advisory Real Estate Committee consists of the following employee
members of the Board: Messrs. Max L. Shulman (Chairman), and Lloyd J. Shulman;
non-employee member of the Board: Mr. Jack Schwartz; and neither a member of the
Board nor an employee: Mr. Allan Goldman representing the Estate of Sol Goldman,
a minority shareholder. This Committee's function is to review major proposed
sales and leases of the Company's real estate. This Committee met one time
during fiscal 1995.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the fiscal year ended July 31, 1995, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
The Board of Directors, at its meeting held May 24, 1995, by resolution,
adopted amendments to the By-Laws of the Company, effective June 1, 1995, to
give effect to creating the position and responsibility of a Co-Chairman of the
Board and re-defining the duties of the Co-Chairman and of the
Co-Chairman/President. The Sections of the By-Laws amended are 2.8, 3.1, 3.6,
3.7, 4.1 and 5.1.
Method and Cost of Solicitation of Proxies
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, officers and other employees of the Company
may solicit the return of proxies by telephone, telegraph or personal interview
if proxies are not received promptly and may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to their
principals and the Company will reimburse them for their reasonable
out-of-pocket expenses.
Deadline for Shareholder Proposals for the 1996 Annual Meeting
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting of Shareholders must be received at the Company's executive offices for
inclusion in its Proxy Statement and form of proxy relating to that meeting by
June 25, 1996.
Annual Report
The Company's Annual Report to Shareholders (which is not a part of the
proxy soliciting material) for the fiscal year ended July 31, 1995, including
financial statements, is enclosed with this Proxy Statement.
By order of the Board of Directors,
SALVATORE CAPPUZZO
Secretary
Dated: Brooklyn, New York
October 23, 1995
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J. W. MAYS, INC.
PROXY--Solicited on Behalf of the Board of Directors
The undersigned hereby appoints MAX L. SHULMAN, ALEX SLOBODIN and WARD N.
LYKE, JR. and each of them, attorneys and Proxies, with full power of
substitution in each, for and on behalf of the undersigned, to vote at the
Annual Meeting of Shareholders of J. W. MAYS, Inc. to be held on November 28,
1995 (including any adjournments thereof) the number of shares of common stock
that the undersigned is entitled to vote and with all powers the undersigned
would possess if personally present, as specified with respect to the matters
described in the accompanying Proxy Statement dated October 23, 1995 and upon
such other matters as may properly come before such meeting.
1. Proposal to fix the number of directors to be elected at seven.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. FOR [ ] or WITHHOLD [ ] authority to vote for the election of ALL of
the following nominees for directors:
FRANK J. ANGELL, JACK SCHWARTZ, MAX L. SHULMAN, SYLVIA W. SHULMAN, LLOYD J.
SHULMAN, LEWIS D. SIEGEL, and ALEX SLOBODIN
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below.)
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3. Ratify the appointment of Lipsky, Goodkin & Co., P.C., as independent
certified public accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Please date and sign on the reverse side)
<PAGE>
4. In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the Meeting or any
adjournment thereof.
A majority (or, if only one, then that one) of the Proxies or their
substitutes who shall be present and act at the Meeting may exercise all
powers hereby conferred.
The shares represented by this Proxy will be voted as directed, but
where no direction is indicated, the shares represented by this Proxy will
be voted FOR Items 1, 2 and 3. The Board of Directors recommends a vote FOR
Items 1, 2 and 3.
Dated ______________, 1995
__________________________________________
Signature of Shareholder
__________________________________________
Signature of Shareholder
NOTE: Please sign exactly as your
name appears on this Proxy. If stock
is owned jointly, each joint owner should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please
give your full title as such. Proxies
executed by a corporation should be signed
with the full corporate name by the
President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN
THIS PROXY CARD USING THE ENCLOSED
POSTAGE PAID ENVELOPE.
