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 Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
J. W. MAYS
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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:
------------------------------------------------------------------------
[ ] 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.:
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3) Filing Party:
-------------------------------------------------------
4) Date Filed:
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<PAGE>
J. W. MAYS, INC.
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
----------
October 19, 2000
To the Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
J. W. Mays, Inc. (the "Company") on Tuesday, November 21, 2000 at 10:00 A.M.,
New York time, at the offices of the Company, 9 Bond Street, Brooklyn, New York.
The purposes of the meeting will be to:
1. Fix the number of directors to be elected at seven.
2. Elect seven directors to serve until the next Annual Meeting of
Shareholders and until their respective successors are duly elected and
qualified. The Board has nominated Lance D. Myers, Dean L. Ryder, Jack
Schwartz, Lloyd J. Shulman, Sylvia W. Shulman, Lewis D. Siegel and Alex
Slobodin, all current directors.
3. Ratify the appointment of D'Arcangelo & Co., LLP, independent auditors,
as the Company's independent auditors for the fiscal year ending July 31,
2001. D'Arcangelo & Co., LLP, served in this same capacity for the fiscal year
ended July 31, 2000; and
4. Transact such other business as may properly come before the meeting and
any adjournment thereof. Please note that we are not aware of any such
business. The Board of Directors has fixed the close of business October 12,
2000 as the record date for the determination of shareholders entitled to
notice of and to vote at the 2000 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,
/s/ SALVATORE CAPPUZZO
--------------------------------------
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 to
shareholders commencing on or about October 19, 2000. The enclosed form of proxy
is solicited by the Board of Directors of the Company for use at the 2000 Annual
Meeting of Shareholders to be held November 21, 2000 (including any
adjournment). You may revoke your proxy and claim your right to vote up to and
including the meeting 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 2,088,280 outstanding shares of common stock, par value $1 per
share (the only class of voting security), of the Company (net of 90,017 shares
held as treasury stock, which shares cannot be voted) held of record on October
12, 2000 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 22, 2000.
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 outstanding common stock of the Company, as of September 22,
2000:
<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) 29.98%
Rockridge Farm
Route 52
Carmel, New York 10512
Celwyn Company, Inc. ....................... 240,211(1) 11.50%
Rockridge Farm
Route 52
Carmel, New York 10512
------- -----
Total .............................. 866,331 41.48%
======= =====
</TABLE>
(Footnotes on page 2)
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 1,082 255,061.37 12.21%
Sylvia W. Shulman and Max L. Shulman(3) ....... -- 34,883 34,883.00 1.67%
Lloyd J. Shulman(4) ........................... 128,198.94 44,250 172,448.94 8.26%
Lloyd J. Shulman Trust(4) ..................... 21,712.42 -- 21,712.42 1.04%
Gail S. Koster(5) ............................. 80,731.22 -- 80,731.22 3.87%
Gail S. Koster Trust(5) ....................... 7,237.48 -- 7,237.48 .35%
Koster Family Partnership
L.P. Gail Koster(5) ......................... -- 9,285 9,285.00 .44%
Florence Felmus Trust(5)(7) ................... 57,899.79 -- 57,899.79 2.77%
Florence Felmus Trust(6)(7) ................... 231,887.90 -- 231,887.90 11.10%
Madeleine Orloff(6) ........................... 42,341.94 -- 42,341.94 2.03%
Linda Jessogne(6) ............................. 42,341.94 -- 42,341.94 2.03%
J. Weinstein Foundation, Inc.(8) .............. -- 140,568 140,568.00 6.73%
---------- ------- ------------ -----
Total ................................. 866,331.00 230,068 1,096,399.00 52.50%
========== ======= ============ =====
</TABLE>
(1) Weinstein Enterprises, Inc., a Delaware corporation, is the beneficial
owner of 866,331 shares (41.48%) 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 (29.98%) of the outstanding common stock of the Company and (ii)
Celwyn Company, Inc., a Delaware corporation ("Celwyn"), which directly
owns 240,211 shares (11.50%) of the outstanding common stock of the
Company.
(2) Sylvia W. Shulman directly owns 1,082 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 255,061.37 shares
(12.21%). Does not include 34,883 shares owned as tenant in common with her
husband, Max L. Shulman. See footnote (3) below.
(3) Sylvia W. Shulman and Max L. Shulman directly own 34,883 shares (1.67%) as
tenants in common, of the outstanding common stock of the Company. See
footnotes (4) and (5) below wherein Sylvia W. Shulman and Max L. Shulman
act as trustees for certain other Trusts.
(4) Lloyd J. Shulman directly owns 44,250 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 (1.04%) 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 194,161.36 shares (9.30%). 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 639,259.22 shares (30.61%) of the
outstanding common stock of the Company both directly and through Weinstein
Enterprises, Inc. This total includes the 80,731.22 shares (3.87%) 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 Wein-stein Enterprises, Inc., 7,237.48 shares (.35%) 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 (.44%) owned by the Koster Family
Partnership, L.P. Gail Koster. Also, the total includes 57,899.79 shares
(2.77%) of the outstanding common stock of the Company owned by a Trust for
Florence Felmus (daughter of the late Joe Weinstein, founder of the
Company, and Celia Weinstein, 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 (11.10%) 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 the
late Florence Felmus), who may be considered part of the Florence Felmus
family. Madeleine Orloff and Linda Jessogne each beneficially own 42,341.94
shares (2.03%) of the outstanding common stock of the Company through their
individual beneficial ownership of 293.25 shares (4.89%) of Weinstein
Enterprises, Inc.
(7) Florence Felmus died January 28, 2000. The shares beneficially owned in
Weinstein Enterprises, Inc. by the Florence Felmus Trusts have yet to be
distributed.
(8) J. Weinstein Foundation, Inc. directly owns 140,568 shares (6.73%) of the
outstanding common stock of the Company. Sylvia W. Shulman and Lloyd J.
Shulman, as officers and directors of J. Weinstein Foundation, Inc., share
voting power as to these shares and consequently, may be deemed to be the
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 Companyconsidered as a group beneficially owned the following
amount of outstanding common stock of the Company as of September 22, 2000:
<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 (8 persons) ..... 634,621.73* 30.39%
</TABLE>
* This total includes 484,105.73 shares (23.18%) derived from the Shulmans'
beneficial holdings, excluding those of Gail S. Koster, the Gail S. Koster
Trust, and the Koster Family Partnership L.P. Gail Koster, and also includes
140,568 shares (6.73%) of the outstanding common stock of the Company owned
directly by J. Weinstein Foundation, Inc. together with 9,948 shares (.48%)
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 (41.48%) 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 22, 2000:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J. W. MAYS, INC. PERCENT OF CLASS
----------------------- ----------------
<S> <C> <C>
Estate of Sol Goldman ............... 271,200(1) 12.99%
c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Lillian Goldman Marital Trust ....... 91,400(2) 4.38%
Lillian Goldman ..................... 91,400(3) 4.38%
640 Fifth Avenue
New York, New York 10019
</TABLE>
(1) The number of shares shown above has been obtained from Amendment No. 7 to
Schedule 13D, the most recent amendment which was dated July 10, 1997,
relating to events occurring on June 20, 1997, as filed with the Securities
and Exchange Commission on behalf of each of Jane H. Goldman, Allan H.
Goldman and Louisa Little as Co-Executors of the Estate of Sol Goldman. The
number of shares was verified by letter of September 27, 2000.
(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, as filed with the
Securities and Exchange Commission on behalf of each of Jane H. Goldman,
Allan H. Goldman and Louisa Little as Co-Trustees of the Lillian Goldman
Marital Trust. The number of shares was verified by letter of September 27,
2000.
(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, as filed with the
Securities and Exchange Commission on behalf of Lillian Goldman. The number
of shares was verified by letter of September 27, 2000.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J. W. MAYS, INC. PERCENT OF CLASS
----------------------- ----------------
R.B. Haave Associates, Inc. ... 115,236(4) 5.52%
36 Grove Street
New Canaan, CT 06840
(4) The number of shares shown above was verified by letter of August 2, 2000.
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 22, 2000 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 mother of
Lloyd J. Shulman.
<TABLE>
<CAPTION>
Shares Directly Owned
Beneficially as of
September 22, 2000
Name, Age, -----------------------
Business Experience, First Elected Percent
and Directorships Director Number of Class
-------------------- ------------- ------ --------
<S> <C> <C> <C> <C>
Lance D. Myers + (49) August, 1997 -- --
Senior Counsel, Holland & Knight LLP 2000 to
present. Partner in the law firm of Cullen and
Dykman 1986 to 1999.
Dean L. Ryder (54) November, 1999 -- --
President, Putnam County National Bank.
Jack Schwartz (78) November, 1987 100 .005%
Private Consultant; from January 1986 to
September 1989, Consultant, The Brooklyn Union
Gas Company.
</TABLE>
(Continued on next page)
5
<PAGE>
<TABLE>
<CAPTION>
Shares Directly Owned
Beneficially as of
September 22, 2000
Name, Age, -----------------------
Business Experience, First Elected Percent
and Directorships Director Number of Class
-------------------- ------------- ------ --------
<S> <C> <C> <C> <C>
Lloyd J. Shulman+ (58) November, 1977 44,250(1) 2.12%
Chairman of the Board and President, Chief
Executive Officer and Chief Operating Officer,
J. W. Mays, Inc.; from June 1995 to November
1996, Co-Chairman of the Board and President,
Chief Executive Officer and Chief Operating
Officer; from November 1978 to June 1995,
President and Chief Operating Officer, and prior
to November 1978, Senior Vice President, J. W.
Mays, Inc.; Trustee of the J.W. Mays, Inc.
Retirement Plan and Trust.
Sylvia W. Shulman (82) February, 1965 1,082(1)(2) .05%
Retired; Prior to January 1989, Fashion Director
and Merchandiser of Boutique Shops,
J. W. Mays, Inc.
Lewis D. Siegel (69) November, 1986 -- --
First Vice President--Investments Salomon Smith
Barney since August 1989; 1973 to August
1989, Vice President, Thomson McKinnon
Securities Inc.; Trustee of the J.W. Mays, Inc.
Retirement Plan and Trust.
Alex Slobodin+ (85) November, 1963 8,725(3) .42%
Executive Vice President and Treasurer, J. W.
Mays, Inc.; Trustee of the J.W. Mays, Inc.
Retirement Plan and Trust.
</TABLE>
+ Member of Executive Committee.
(1) 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.
(2) Does not include 34,883 shares owned as tenant in common with her husband,
Max L. Shulman.
(3) 2,000 of these shares are owned jointly with his wife.
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 2000, 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 did not meet during fiscal 2000.
Audit Committee--This Committee during fiscal 2000 consisted of the
following non-employee, "independent" members of the Board: Jack Schwartz
(Chairman), Lance D. Myers, Dean L. Ryder and Lewis D. Siegel.
The Audit Committee, which met two times during fiscal 2000, is responsible
for such matters as recommending to the Board of Directors a firm of independent
auditors to be retained for the ensuing year by the Company and its
subsidiaries, reviewing the scope and results of annual audits, reviewing the
auditors' recommendations to management and the response of management to such
recommendations, the internal audit reports, and 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 auditors including their fees. The Committee
is prepared to meet at any time upon request of the independent auditors to
review any special situation arising in relation to any of the foregoing
subjects.
Investment Advisory Committee--This Committee, during fiscal 2000,
consisted of the entire Board of which Lloyd J. Shulman is Chairman. The
Committee meets as necessary on the call of the Chairman. The Committee met four
times during fiscal 2000. 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, during fiscal 2000,
consisted of Lloyd J. Shulman (Chairman), Lance D. Myers, Dean L. Ryder, Jack
Schwartz and Lewis D. Siegel, four 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 2000.
Each director attended 100% of the aggregate meetings of the Board and the
Committees (if a member thereof) held during fiscal 2000, except Sylvia W.
Shulman who attended 78% of the meetings.
The Board of Directors does not have a standing Nominating Committee.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned with respect
to the three most recent fiscal years for the most highly compensated executive
officers:
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------
Name And Other
Principal Position Year Salary Compensation(1)(2)
------------------ ---- -------- ------------------
<S> <C> <C> <C>
Lloyd J. Shulman .............................. 2000 $175,824 $28,982(3)
Chairman of the Board and President, Chief 1999 151,676 27,498(3)
Executive Officer and Chief Operating Officer 1998 120,330 21,180(3)
Alex Slobodin ................................. 2000 159,913 28,964(3)
Executive Vice President and Treasurer 1999 151,378 27,436(3)
1998 130,139 23,211(3)
Mark Greenblatt ............................... 2000 118,781 20,449(3)
Vice President and Assistant Treasurer 1999 112,426 19,373(3)
1998 102,544 17,499(3)
Ward N. Lyke, Jr. ............................. 2000 118,781 20,449(3)
Vice President--Management Information 1999 112,426 19,373(3)
Services 1998 102,544 17,499(3)
</TABLE>
(1) Each non-employee director receives an annual retainer of $4,000, payable
$1,000 quarterly, plus $1,500 for attending each Board meeting, $1,000 for
each Audit Committee meeting and $500 for each of the Investment Advisory,
Compensation and Advisory Real Estate Committee meetings. In addition, each
non-employee director receives an annual expense allowance of $500, payable
$125 quarterly. The Company does not pay its non-employee director or its
two employee directors for serving as trustees of the Company's Retirement
Plan and Trust.
(2) Excludes certain personal benefits aggregating less than $25,000 for any
member of the group.
(3) The Company's Retirement Plan, as modified, 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
directors who are not executive officers do not participate in the Plan.
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. The Committee also oversees the Company's Retirement
Plan and Trust and the Company's medical plans.
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 changing 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 foreach year. The Plan was further modified during the 1998 fiscal year, by
the approval of the Board of Directors, by increasing the Company's contribution
to the Plan from an amount equal to 10% of each participant's compensation to
15%. The 5.7% additional contribution did not change.
Executive Compensation Committee:
Lloyd J. Shulman, Chairman
Lance D. Myers
Dean L. Ryder
Jack Schwartz
Lewis D. Siegel
REPORT OF AUDIT COMMITTEE
Pursuant to rules recently adopted by the Securities and Exchange
Commission covering the Audit Committee, the following matters have been
complied with by the Audit Committee: The Audit Committee has reviewed and
discussed the audited financial statements with management. The Audit Committee
has discussed with D'Arcangelo & Co., LLP, the independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 61, as such may
be modified or supplemented. The Audit Committee has received the written
disclosures and the letter from D'Arcangelo & Co., LLP, required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committee),
as may be modified or supplemented, and has discussed with D'Arcangelo & Co.,
LLP, the independent auditor's independence. Based upon the review and
discussions referred to above, the Audit Committee has recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K through incorporation by reference in the Company's
Annual Report to Shareholders for the fiscal year ended July 31, 2000.
Audit Committee:
Jack Schwartz, Chairman
Lance D. Myers
Dean L. Ryder
Lewis D. Siegel
The materials referred to above under "Report of Audit Committee" shall not
be deemed incorporated by reference by any general statement of incorporation by
reference in any filings 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.
9
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Lloyd J. Shulman, a member of the Board of the Company and also a member of
the Executive Compensation Committee, serves as an officer and director of
Weinstein Enterprises, Inc., the beneficial owner of 41.48% of the outstanding
common stock of the Company through its two wholly-owned subsidiaries: (i)
Gailoyd Enterprises Corp. which directly owns 29.98% of the outstanding common
stock of the Company and (ii) Celwyn Company, Inc. which directly owns 11.50% of
the outstanding common stock of the Company. Lloyd J. Shulman also serves as an
officer and director of Gailoyd Enterprises Corp. and of Celwyn Company, Inc.
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
J. W. MAYS, INC., STANDARD & POOR'S 500 AND PEER GROUP
(FIVE-YEAR PERFORMANCE RESULTS THROUGH 07/31/2000)
The following graph sets forth a five year comparison of cumulative total
shareholder return for the Company, the Standard & Poor's 500 Stock Index ("S&P
500"), and Peer Group. The graph assumes the investment of $100 at the close of
trading July 31, 1995 in the common stock of the Company, the S&P 500 and Peer
Group, and the reinvestment of all dividends, although the Company did not pay a
dividend during this five year period.
1995 1996 1997 1998 1999 2000
------- ------- ------- ------- ------- -------
MAYS .......... $100.00 $113.33 $123.33 $180.00 $105.83 $129.07
S&P 500 ....... $100.00 $116.60 $177.62 $211.33 $254.13 $270.88
Peer Group .... $100.00 $118.72 $149.18 $168.08 $146.49 $157.10
Source: Value Line, Inc.
10
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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 AUDITORS
Subject to ratification by the shareholders, the Board of Directors of the
Company, on the recommendation of the Audit Committee, has selected D'Arcangelo
& Co., LLP, as the independent auditors, to examine the financial statements of
the Company and its subsidiaries for the fiscal year ending July 31, 2001. This
firm first became the independent auditors 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 auditors will be
considered by the Audit Committee and the Board. A representative of the
auditing firm is expected to be present at the annual meeting with the
opportunity to make a statement, if he so desires, and will be available to
respond to appropriate questions.
CERTAIN TRANSACTIONS
During fiscal 2000, 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 $57,039 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 $413,610 as its share of the excess rental from Celwyn.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000, the Company retained the law firm of Cullen and Dykman,
Special Counsel for various legal services. Lance D. Myers, Esq., a director of
the Company was a partner in the firm of Cullen and Dykman through December 31,
1999. From March, 2000 Lance D. Myers has been with the law firm of Holland &
Knight LLP as senior counsel. Both firms render legal services to the Company
and such services as expected to continue to be provided to the Company in the
future.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and any persons who own more than 10% of the
Company's stock, to file reports of ownership and changes in ownership of J. W.
Mays, Inc. stock with the Securities and Exchange Commission. The Company
believes that during the fiscal year ended July 31, 2000, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with.
----------
* 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, of which one is an officer,
have in Enterprises and Celwyn.
11
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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
Effective September 6, 2000, the Company renewed its directors and officers
liability insurance policy in the aggregate amount of $5 million. The policy
expires September 6, 2001. The insurer is the National Union Fire Insurance
Company of Pittsburgh, Pa. No sums have been paid under any directors and
officers liability insurance policy.
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.
AMENDMENT TO BY-LAWS
The Board of Directors, at its meeting held August 18, 1999, by resolution,
adopted an amendment to the By-Laws of the Company, effective November 1, 1999,
to give effect to changing that part of Section 1.1 (Annual Meeting) of the
By-Laws, referring to the date for the holding of the annual meeting of
shareholders of J. W. Mays, Inc. from the last Tuesday of November of each year,
or as soon thereafter as practical, to the second to last or the last Tuesday of
November of each year, or as soon thereafter as practical.
The purpose of the amendment is to allow for the annual meeting of the
shareholders to be held on one of two Tuesdays in the month of November instead
of just the last Tuesday.
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 other electronic means 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 YEAR 2001 ANNUAL MEETING OF
SHAREHOLDERS
Proposals of shareholders intended to be presented at the Year 2001 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 no
later than the close of business June 22, 2001.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended July
31, 2000, which is not a part of this Proxy Statement and is not proxy
soliciting material, accompanies this Proxy Statement.
By order of the Board of Directors,
/s/ SALVATORE CAPPUZZO
--------------------------------------
Salvatore Cappuzzo
Secretary
Dated: Brooklyn, New York
October 19, 2000
12
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APPENDIX
Audit Committee Charter and Certifications re: compliance with the new Audit
Committee charter requirement. The Board of Directors has adopted the following
written charter for the audit committee:
AUDIT COMMITTEE CHARTER
ORGANIZATION AND STRUCTURE
There shall be a committee of the Board of Directors to be known as the
Audit Committee. The Audit Committee shall be composed of at least three (3)
directors who are independent of the management of the Corporation and are free
of any relationship that, in the opinion of the Board of Directors, would
interfere with their exercise of independent judgment as a committee member.
The members of the Audit Committee shall be appointed by the Board of
Directors at the annual organizational meeting of the Board and shall remain
members until their successors are duly elected and qualified. The Audit
Committee shall meet at least two (2) times each year. Each member of the Audit
Committee must be able to read and understand fundamental financial statements
which appear in the Corporation's Annual Report to Shareholders and Forms 10-Q.
At least one member must have past employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background, including a current or past position as a
chief executive or financial officer or other senior officer with financial
oversight responsibilities.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the directors in fulfilling
their responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the
Corporation, and the quality and integrity of the financial reports of the
Corporation. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditor, and the financial management of the
Corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best respond to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Corporation and its
subsidiaries.
o Meet with the independent auditors and financial management of the
Corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof, review such audit, including any comments or recommendations
of the independent auditors.
o Review with the independent auditors, the Corporation's internal
auditor, and financial and accounting personnel, the adequacy and
effectiveness of the accounting and financial controls of the
Corporation, and elicit any recommendations for the improvement of
such internal control procedures or particular areas where new or more
detailed controls or
A-1
<PAGE>
procedures are desirable. Particular emphasis should be given to the
adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper.
o Review the internal audit function of the Corporation including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans
with the independent auditors.
o Receive prior to each Audit Committee meeting, a summary of findings
from completed internal audits and a progress report on the proposed
internal audit plan, with explanations for any deviations from the
original plan.
o Review the financial statements contained in the Annual Report to
Shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the
shareholders. Any changes in accounting principles should be reviewed.
o Provide sufficient opportunity for the internal and independent
auditors to meet with the members of the Audit Committee without
members of management present. Among the items to be discussed in
these meetings are the independent auditors' evaluation of the
Corporation's financial, accounting, and auditing personnel, and the
cooperation that the independent auditors received during the course
of the audit.
o Review accounting and financial human resources and succession
planning within the Corporation.
o Review and approve any non-audit related services rendered by the
independent auditors to the Corporation and its subsidiaries.
o Review and approve the fees and expenses of the independent auditors.
o Require that the Corporation's financial statements reflect the
Corporation's financial performance in an independent manner.
o Review and update this Audit Committee Charter on an annual basis and
provide appropriate Proxy Statement disclosure of certain matters,
including filing a copy of such Charter every three years.
o Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each committee meeting with, the
Board of Directors.
o Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose
if, in its judgment, that is appropriate.
The Company has filed the required certifications with The Nasdaq Stock
Market, Inc. for (1) Compliance with the new Audit Committee charter
requirement, and (2) Compliance with the new Audit Committee structure and
composition requirements.
A-2
<PAGE>
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 November 21, 2000
(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 19, 2000 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:
LANCE D. MYERS, DEAN L. RYDER, JACK SCHWARTZ, LLOYD J. SHULMAN,
SYLVIA W. 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
auditors.
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 ________________________, 2000
________________________________________
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.
