MAYS J W INC — Proxy Solicitation & Information Statement 1995

Oct 23, 1995

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 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:

1

2 (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:

3 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 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.

(Footnotes on page 6) 5 + 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 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:

7 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 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 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. - ----------- * 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. 10 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 11 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.) ---------------------------------------------------------- 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) 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.