SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12
J. W. MAYS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
J. W. MAYS, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box)
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:(1) The filing fee is based on the
proposed maximum aggregate value of the transaction calculated as
the sum of (i) 2,000,000 shares of Registrant's Common Stock times
$18.25, the average of the high and low prices as reported by the
NASDAQ/NMS on December 16, 1993 and (ii) $10,000 the cash portion of
the consideration to be paid by the registrant in the proposed
transaction.
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 1-11(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:
Registrant
_____________________________________________________________________
(4) Date filed:
_____________________________________________________________________
- ------------------
(i) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
J. W. MAYS, INC.
------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 26, 1996
------------
October 21, 1996
To Our Shareholders:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of J. W. Mays, Inc. (the "Company"). The Meeting will be held on Tuesday,
November 26, 1996 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 D'Arcangelo & Co., LLP, independent public
accountants, to audit the books, records and accounts of the Company and
its subsidiaries for the fiscal year ending July 31, 1997.
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 17, 1996
as the record date for the determination of shareholders entitled to notice of
and to vote at the 1996 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 21, 1996. The enclosed form
of proxy is solicited by the Board of Directors of the Company for use at the
1996 Annual Meeting of Shareholders to be held on November 26, 1996 (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
17, 1996 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 27, 1996.
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 27, 1996:
Amount and Nature
of Beneficial
Ownership in Percent of
Name of Beneficial Owner J.W. Mays, Inc. Class
- ------------------------ ----------------- ----------
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)
1
<PAGE>
Through
Weinstein Percent
Name of Beneficial Owner Enterprises Direct Total of Class
------------------------ ----------- ------ ----- --------
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 43,650 171,848.94 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 ....................... 866,331.00 228,668 1,094,999.00 51.25%
---------- ------- ------------ -----
- -----------
(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. Shulman 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 43,650 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 193,561.36 shares (9.06%). Max L. Shulman, Sylvia W.
Shulman and Lloyd J. Shulman are trustees of the Lloyd J. Shulman Trust.
(Footnotes continued)
2
<PAGE>
(5) The Shulman family beneficially owns 637,859.22 shares (29.86%) 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 27, 1996:
Amount and
Nature of
Beneficial
Ownership in Percent
J. W. Mays, Inc. of Class
---------------- --------
All directors and executive officers
of the Company considered as a
group (10 persons) ....................... 633,208.73* 29.64%
- ------------
* This total includes 482,705.73 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.
3
<PAGE>
PRINCIPAL NON-AFFILIATED HOLDERS OF COMMON STOCK
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, other than those set forth
above, as of September 27, 1996:
Amount and
Nature of
Beneficial
Ownership in Percent of
J. W. Mays, Inc. Class
---------------- ----------
Estate of Sol Goldman ................ 274,600(1) 12.85%
c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Lillian Goldman Marital Trust ........ 91,400(2) 4.28%
Lillian Goldman ...................... 91,400(3) 4.28%
640 Fifth Avenue
New York, New York 10019
(1) & (2) The number of shares shown above has been obtained from Amendment No.
5 to Schedule 13D, the most recent amendment which was dated September,
1995, relating to events occurring on December 20 and 22, 1993, filed with
the Securities and Exchange Commission on behalf of each of Jane H. Goldman,
Allan H. Goldman and Louisa Little.
(1) As Co-Executors of the Estate of Sol Goldman.
(2) As Co-Trustees of Lillian Goldman Marital Trust.
(3) The number of shares shown above has been obtained from Amendment No. 5 to
Schedule 13D, the most recent amendment which was dated September, 1995,
relating to events occurring on December 20 and 22, 1993, filed with the
Securities and Exchange Commission on behalf of Lillian Goldman.
Amount and
Nature of
Beneficial
Ownership in Percent of
J. W. Mays, Inc. Class
---------------- ----------
Tweedy, Browne Company L.P.,
TBK Partners, L.P. and
Vanderbilt Partners, L.P. ............. 165,400(4) 7.74%
52 Vanderbilt Avenue
New York, New York 10017
(4) The number of shares shown above has been obtained from a Statement on
Schedule 13D dated August 31, 1993, filed with the Securities and Exchange
Commission, updated by letter dated September 5, 1996.
Amount and
Nature of
Beneficial
Ownership in Percent of
J. W. Mays, Inc. Class
---------------- ----------
R.B. Haave Associates, Inc. ........... 136,600(5) 6.39%
36 Grove Street
New Canaan, CT 06840
(5) The number of shares shown above, has been obtained from a Statement on
Schedule 13D dated March 13, 1996, filed with the Securities and Exchange
Commission.
4
<PAGE>
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 27, 1996 with respect to
each nominee for election as a director. Such information has been furnished by
the nominees. The table shows their 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, Co-Chairman, and Lloyd J. Shulman is their son.
<TABLE>
<CAPTION>
Shares Directly Owned
Beneficially as of
Name, Age, September 27, 1996
Business Experience, First Became -----------------------
and Directorships Director Number Percentage
-------------------- ------------ ------ ----------
<S> <C> <C> <C>
Frank J. Angell+ (76) November, 1976 100(2) .005%
Professor Emeritus, New York University
Leonard N. Stern School of Business since
September 1990; Professor of Insurance and
Finance, September 1947 until August 1990;
President, University Applied Management
Consultants Corp.(Consultants on Portfolio
Management and Estate Planning.)
Jack Schwartz (74) November, 1987 -- --
Private Consultant; from January 1986 to
September 1989, Consultant, The Brooklyn
Union Gas Company.
Max L. Shulman+(1) (87) January, 1946 34,883(4) 1.63%
Co-Chairman of the Board, J.W. Mays, Inc.;
prior to June 1995, Chairman and Chief
Executive Officer.
Sylvia W. Shulman (78) February, 1965 282(3)(5) .01%
Prior to January 1989, Fashion Director and
Merchandiser of Boutique Shops, J. W. Mays,
Inc.
(Continued on next page)
5
<PAGE>
<CAPTION>
Shares Directly Owned
Beneficially as of
Name, Age, September 27, 1996
Business Experience, First Became -----------------------
and Directorships Director Number Percentage
-------------------- ------------ ------ ----------
<S> <C> <C> <C>
Lloyd J. Shulman+ (54) November, 1977 43,650(3) 2.04%
Co-Chairman of the Board and President, 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 (65) November, 1986 -- --
First Vice President, Smith Barney, Inc. since
August 1989; from 1973 to August 1989, Vice
President, Thomson McKinnon Securities Inc.
Alex Slobodin+ (81) November, 1963 8,714(6) .41%
Executive Vice President and Treasurer, J. W.
Mays, Inc.
- ------------
+ Member of Executive Committee.
(1) At the Board of Directors' meeting held May 24, 1995, 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. Max L.
Shulman was elected to the position of Co-Chairman of the Board along with
his son, Lloyd J. Shulman, and the former will continue as a director and as
an employee of the Company.
Lloyd J. Shulman, President and Chief Executive Officer of the Company, at
the same directors' meeting, effective June 1, 1995, was elected to the
position of Co-Chairman of the Board and also assumed the position of Chief
Executive Officer to fill the vacancy created by Max L. Shulman. Lloyd J.
Shulman will continue as President and Chief Operating Officer of 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.
</TABLE>
6
<PAGE>
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 1996, the Board held four regular
meetings and one special meeting.
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 met one time during fiscal 1996.
Audit Committee--This Committee during fiscal 1996 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 three times in fiscal 1996, 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 1996 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 1996. The
Committee reviews and makes recommendations concerning the investment choices
available with safety of principal, high yields and liquidity as the prime
objectives.
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 one time during
fiscal 1996.
Each director attended 100% of the aggregate meetings of the Board and the
Committees (if a member thereof) held during fiscal 1996, except Max L. Shulman,
Sylvia W. Shulman and Alex Slobodin who attended 73%, 60% and 90%, respectively.
The Board of Directors does not have a standing Nominating Committee.
7
<PAGE>
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, 1996 for the most highly compensated directors and executive
officers of the Company:
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------
Name and Other Annual
Principal Position Year Salary Compensation(1)(2)
------------------ ---- -------- ------------------
<S> <C> <C> <C>
Max L. Shulman(4) ................................... 1996 $ 75,412 $ 8,351(3)
Co-Chairman of the Board 1995 116,964 14,909(3)
1994 125,344 16,395(3)
Lloyd J. Shulman(4) ................................. 1996 120,659 15,455(3)
Co-Chairman of the Board and President, 1995 120,330 15,438(3)
Chief Executive Officer and Chief Operating 1994 120,330 15,609(3)
Officer
Alex Slobodin ....................................... 1996 122,318 15,716(3)
Executive Vice President and Treasurer 1995 119,285 15,274(3)
1994 113,110 14,475(3)
</TABLE>
- ------------
(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. See Note (1) under the
caption "Information Concerning Nominees for Election as Directors."
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.
8
<PAGE>
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.
Executive Compensation Committee Members:
Max L. Shulman, Chairman
Frank J. Angell
Jack Schwartz
Lloyd J. Shulman
Lewis D. Siegel
9
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Max L. Shulman and Lloyd J. Shulman, Co-Chairmen of the Board 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 07/31/96)
The following graph sets forth a comparison of the Company's cumulative
total shareholder return from August 1, 1991 through July 31, 1996, 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.
[GRAPH]
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
MAYS $100.00 $80.00 $28.13 $32.50 $37.50 $38.75
S&P 500 $100.00 $112.85 $122.78 $129.48 $163.38 $189.06
Peer Group $100.00 $82.20 $87.49 $98.08 $107.89 $128.09
10
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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 D'Arcangelo & Co., LLP, independent public accountants, to audit the
books, records and accounts of the Company and its subsidiaries for the fiscal
year ending July 31, 1997. This firm first became the independent public
accountants of the Company and its subsidiaries for the fiscal year ended July
31, 1996. D'Arcangelo & Co., LLP, has no direct or indirect financial interest
in the Company.
If the selection of D'Arcangelo & Co., LLP 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 $160,800 for leases on which two of the
Company's real estate properties are located and interest of $86,900 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 $413,609 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 has continued 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.
- -----------
* 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.
11
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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 27, 1996,
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 did not meet
during fiscal 1996.
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, 1996, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
METHOD AND COST OF SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies. In addition to
solicitation by mail, employees of the Company may request the return of proxies
personally, by telephone, or telegraph 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, on
request, for their reasonable out-of-pocket expenses.
DEADLINE FOR SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1997 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 23, 1997.
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, 1996, including
financial statements, is enclosed with this Proxy Statement.
By order of the Board of Directors,
SALVATORE CAPPUZZO
Secretary
Dated: Brooklyn, New York
October 21, 1996
12
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J. W. MAYS, INC.
PROXY--Solicited on Behalf of the Board of Directors
The undersigned hereby appoints LLOYD J. 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 26,
1996 (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 21, 1996 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.)
------------------------------------------------------------
3. Ratify the appointment of D'Arcangelo & Co., LLP, as independent
certified public accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Please date and sign on the reverse side)
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 _____________________, 1996
-------------------------------------
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.
