Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
J.W. MAYS, INC.Mays, Inc.
..................................................................
(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)(1)
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 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
J.W. MAYS, INC.
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 25, 200323, 2004
-------------------
October 20, 200318, 2004
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
J.W. Mays, Inc. (the 'Company') on Tuesday, November 25, 200323, 2004 at 10:00 A.M., New
York time, at the offices of the Company, 9 Bond Street, Brooklyn, New York. The
purpose 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 Mark S. Greenblatt, Lance D. Myers, Dean
L. Ryder, Jack Schwartz, Lloyd J. Shulman, Sylvia W. Shulman and Lewis D.
Siegel, all current directors;
3. Ratify the appointment of D'Arcangelo & Co., LLP, the independent
auditors,registered public accounting firm, as the Company's independent auditors for
the fiscal year ending July 31, 2004.2005. D'Arcangelo & Co., LLP, served in this
same capacity for the fiscal year ended July 31, 2003;2004; 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 10, 20038, 2004 as
the record date for the determination of shareholders entitled to notice of and
to vote at the 20032004 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
J.W. MAYS, INC.
9 BOND STREET
BROOKLYN, NEW YORK 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 20, 2003.18, 2004. The enclosed form of proxy
is solicited by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held November 25, 200323, 2004 (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 2,015,780 outstanding shares of common stock, par value $1 per
share (the only class of voting security), of the Company (net of 162,517 shares
held as treasury stock, which shares cannot be voted) held of record on
October 10, 2003,8, 2004, 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 18, 2003.17, 2004, except for information
received by the Company as of October 8, 2004 relating to certain transfers of
shares in Weinstein Enterprises, Inc.
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 18,
2003.17,
2004, except for information received by the Company as of October 8, 2004
relating to certain transfers of shares in Weinstein Enterprises, Inc.
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP IN J.W. MAYS, INC.
NAME OF BENEFICIAL OWNER AS OF SEPTEMBER 18, 200317, 2004 PERCENT OF CLASS
- ------------------------ ------------------------ ----------------
Weinstein Enterprises, Inc ........................ (1) (1)
Rockridge Farm
Route 52
Carmel, New York 10512
Subsidiaries of Weinstein Enterprises, Inc.:
Gailoyd Enterprises Corp .......................... 670,120(1) 33.24%
Rockridge Farm
Route 52
Carmel, New York 10512
Celwyn Company, Inc. .............................. 240,211(1) 11.92%
Rockridge Farm
Route 52
Carmel, New York 10512
------- -----
910,331 45.16%
======= =====------- -----
------- -----
(Footnotes on pages 2, 3 and 4)
1
THROUGH
WEINSTEIN PERCENT
NAME OF BENEFICIAL OWNER ENTERPRISES DIRECT TOTAL OF CLASS
- ------------------------ ----------- ------ ----- --------
Sylvia W. Shulman(2) (3) (4)...................... 266,878.70 42,201 309,079.70 15.33%
Lloyd J. Shulman(3) (4)........................... 134,710.03 44,250 178,960.0344,313 179,023.03 8.88%
Shulman Trustees FBO Lloyd J. Shulman(3) (4)...... 41,067.31 41,067.31 2.04%
Gail S. Koster(4)................................. 84,831.47 84,831.47 4.21%
Shulman Trustees FBO Gail S. Koster(4)............ 34,983.26 34,983.26 1.73%1.74%
Koster Family Partnership L.P.
Gail Koster(4).................................. 9,285 9,285.00 .46%
J. Weinstein Foundation, Inc.(5).................. 140,568 140,568.00 6.97%
---------- ------- ------------ ------
Sub-total..................................... 562,470.77 236,367 798,837.77 39.63%
George Orloff..................................... 73,099.58 73,099.58 3.63%
Jennifer Orloff................................... 73,099.58 73,099.58 3.63%
Glennis Orloff.................................... 73,099.58 73,099.58 3.63%Orloff(6).................................. 5,847.97 5,847.97 .29%
Lloyd J. Shulman and Madeleine L. Orloff as
Co-Trustees FBO Linda B. Felmus Jessogne........Jessogne(6)..... 24,366.52 24,366.52 1.20%1.21%
Madeleine Orloff(5)............................... 44,492.43 44,492.43 2.21%
Linda B. Felmus Jessogne(5)....................... 44,492.43 44,492.43 2.21%
Sylvia W.L. Orloff(6)............................ 3,559.39 3,559.39 .18%
Shulman and Lloyd J. Shulman as
Co-TrusteesTrustees FBO Linda B. Felmus
Jessogne(5).....Jessogne(6)..................................... 15,210.11 15,210.11 .75%
J. Weinstein Foundation, Inc.(6).................. 140,568 140,568.00 6.97%J.W. Acquisitions, LLC(7)......................... 298,876.24 298,876.24 14.83%
---------- ------- ------------ ------
Total......................................... 910,331.00 236,304 1,146,635.00 56.88%
========== ======= ============ ======236,367 1,146,698.00 56.89%
---------- ------- ------------ ------
---------- ------- ------------ ------
- ---------
(1) Weinstein Enterprises, Inc., a Delaware corporation
('Enterprises'), is the beneficial owner of 910,331 shares
(45.16%) 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 670,120 shares (33.24%) of the outstanding
common stock of the Company and (ii) Celwyn Company, Inc., a
Delaware corporation ('Celwyn'), which directly owns 240,211
shares (11.92%) of the outstanding common stock of the
Company.
(2) Sylvia W. Shulman directly owns 42,201 shares of the
outstanding common stock of the Company. She also
beneficially owns 266,878.70 shares of the outstanding
common stock of the Company through her beneficial ownership
of 1,759 shares (29.32%) of Enterprises, which includes
1,606 shares (26.77%) held by Sylvia W. Shulman and Lloyd J.
Shulman as trustees for the benefit of (FBO) Sylvia W.
Shulman and 153 shares (2.55%) held directly, for a total of
309,079.70 shares (15.33%). (Sylvia W. Shulman is the
daughter of the late Joe Weinstein, founder of the Company,
and the late Celia Weinstein, and a sister of the late
Florence Felmus).
(3) Lloyd J. Shulman directly owns 44,25044,313 shares of the
outstanding common stock of the Company. He also
beneficially owns 134,710.03 shares of the outstanding
common stock of the Company through his beneficial ownership
of 887.875 shares (14.80%) of Enterprises, and theSylvia W.
Shulman Trusteesand Lloyd J. Shulman as Co-Trustees FBO Lloyd J.
Shulman pursuant to the will of the late Celia Weinstein (Sylvia and Lloyd Shulman as
Co-Trustees) own
41,067.31 shares (2.04%) of the outstanding common stock of
the Company through the beneficial ownership of 270.675
(4.51%) of Enterprises for a total of 220,027.34220,090.34 shares
(10.92%). Sylvia W. Shulman and Lloyd J. Shulman are
trustees of the Lloyd J. Shulman Trust.
(Footnotes continued)
2
(4) The Shulman family beneficially owns 658,206.77658,269.77 shares
(32.65%(32.66%) of the outstanding common stock of the Company both
directly and through Enterprises. This total includes:
NUMBER OF PERCENT
SHARES OF CLASS
------ --------
a) Sylvia W. Shulman owns:
1. Directly................................................. 42,20142,201.00 2.09%
2. Through her beneficial ownership of 1,759 shares (29.32%)
of Enterprises........................................... 266,878.70 13.24%
b) Lloyd J. Shulman owns:
1. Directly................................................. 44,250.0044,313.00 2.20%
2. Through his beneficial ownership of 887.875 shares
(14.80%) of Enterprises.................................. 134,710.03 6.68%
c) Shulman Trustees FBO Lloyd J. Shulman pursuant to the will
of the late Celia Weinstein (Sylvia Shulman and Lloyd
Shulman as Co-Trustees) through the beneficial ownership of
270.675 shares (4.51%) of Enterprises...............................Enterprises....................... 41,067.31 2.04%
d) 1. Koster Family Partnership L.P. Gail S.
Koster -- direct......................................... 9,285.00 .46%
2. Gail S. Koster (daughter of Sylvia W. Shulman and the
late Max L. Shulman, former chairman of the board) through
the beneficial ownership of 559.125 shares (9.32%) of
Enterprises.............................................. 84,831.47 4.21%
e) Sylvia W. Shulman and Lloyd J. Shulman as Co-Trustees FBO
Gail S. Koster pursuant to the will of the late Celia
Weinstein (Sylvia Shulman and Lloyd Shulman as Co-Trustees)
through the beneficial ownership of 230.575 shares (3.84%)
of Enterprises.................................................Enterprises.............................................. 34,983.26 1.73%1.74%
---------- ------
Total....................................................... 658,206.77 32.65%
========== ======658,269.77 32.66%
---------- ------
---------- ------
(5) The Felmus/Orloff family beneficially owns 347,860.23 shares (17.26%) of
the outstanding common stock of the Company through Enterprises. This total
includes:
a) The shares of outstanding common stock of the Company beneficially
owned by Madeleine Orloff and Linda B. Felmus Jessogne, daughters of
the late Florence Felmus, who may be considered part of the Florence
Felmus family. Madeleine Orloff and Linda B. Felmus Jessogne each
beneficially owns 44,492.43 shares (2.21%) of the outstanding common
stock of the Company through individual beneficial ownership of 293.25
shares (4.89%) of Enterprises.
b) The shares of outstanding common stock of the Company beneficially
owned by George, Jennifer and Glennis Orloff, children of Madeleine
Orloff, who may be considered part of the Florence Felmus family.
George Orloff, Jennifer Orloff and Glennis Orloff each beneficially
owns 73,099.58 shares (3.63%) of the outstanding common stock of the
Company through individual beneficial ownership of 481.80 shares
(8.03%) of Enterprises.
c) Lloyd J. Shulman and Madeleine L. Orloff as Co-Trustees FBO Linda B.
Felmus Jessogne under a Florence W. Felmus trust owns 24,366.52 shares
(1.20%) of the outstanding common stock of the Company through the
beneficial ownership of 160.60 shares (2.68%) of Enterprises.
d) Sylvia W. Shulman and Lloyd J. Shulman as Co-Trustees FBO Linda B.
Felmus Jessogne under the will of the late Celia Weinstein owns
15,210.11 shares (.75%) of the outstanding common stock of the Company
through the beneficial ownership of 100.25 shares (1.67%) of
Enterprises.
(Footnotes continued)
3
(6) J. Weinstein Foundation, Inc. directly owns 140,568 shares (6.97%) 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.
(6) The Felmus/Orloff family beneficially owns 48,983.99 shares (2.43%) of the
outstanding common stock of the Company through Enterprises. This total
includes:
a) The shares of outstanding common stock of the Company beneficially
owned by Madeleine L. Orloff, daughter of the late Florence Felmus, who
may be considered part of the Florence Felmus family. Madeleine L.
Orloff beneficially owns 3,559.39 shares (0.18%) of the outstanding
common stock of the Company through individual beneficial ownership of
23.46 shares (0.39%) of Enterprises.
b) The shares of outstanding common stock of the Company beneficially
owned by George Orloff, the son of Madeleine L. Orloff, who may be
considered part of the Florence Felmus family. George Orloff
beneficially owns 5,847.97 shares (0.29%) of the outstanding common
stock of the Company through individual beneficial ownership of 38.544
shares (0.64%) of Enterprises.
c) Lloyd J. Shulman and Madeleine L. Orloff as Co-Trustees FBO Linda B.
Felmus Jessogne under the will of the late Florence W. Felmus own
24,366.52 shares (1.21%) of the outstanding common stock of the Company
through the beneficial ownership of 160.60 shares (2.68%) of
Enterprises.
(Footnotes continued)
3
d) Sylvia W. Shulman and Lloyd J. Shulman as Co-Trustees FBO Linda B.
Felmus Jessogne under the will of the late Celia Weinstein own
15,210.11 shares (.75%) of the outstanding common stock of the Company
through the beneficial ownership of 100.25 shares (1.67%) of
Enterprises.
(7) J.W. Acquisitions, LLC, is the beneficial owner of 298,876.24 shares
(14.83%) of the outstanding common stock of the Company through its
acquisition of 1,969.896 shares (32.83%) of Enterprises. The stock from
Enterprises was purchased from George Orloff (443.256 shares), Jennifer
Orloff (481.80 shares), Glennis Orloff (481.80 shares), Linda B. Felmus
Jessogne (293.25 shares), and Madeleine L. Orloff (269.79 shares). 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 18, 2003:17, 2004:
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J.W. MAYS, INC. PERCENT OF CLASS
--------------- ----------------
All directors and executive officers of the Company
considered as a group (6 persons)................... 671,100.04*671,163.04* 33.29%
- ---------
* This total includes 529,107.04529,170.04 shares (26.25%) derived from the Shulmans'
beneficial holdings, excluding those of Gail S. Koster; Sylvia W. Shulman and
Lloyd J. Shulman as Co-Trustees FBO Gail S. Koster; and the Koster Family
Partnership L.P. Gail Koster; and also includes 140,568 shares (6.97%) of the
outstanding common stock of the Company owned directly by J. Weinstein
Foundation, Inc. together with 1,425 shares (.07%) owned by other officers and
directors. Moreover, the directors of the Company who are also directors of
Enterprises may, because of their power to vote a majority of the shares in
Enterprises, be considered to be the beneficial owners of the 910,331 shares
(45.16%) of the outstanding common stock of the Company held by Enterprises.
4
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 18, 2003.17, 2004:
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP IN
J.W. MAYS, INC. PERCENT OF CLASS
----------------------- ----------------
Estate of Sol Goldman ................................ 271,200(1) 13.45%
c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Estate of Lillian Goldman ............................ 182,800(2) 9.07%
640 Fifth Avenue
New York, New York 10019
- ---------
(1) The number of shares shown above has been obtained from Amendment No. 9 to
Schedule 13D, the most recent amendment which was dated March 28, 2003, 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.
(2) The number of shares shown above has been obtained from Amendment No. 9 to
Schedule 13D, the most recent amendment which was dated March 28, 2003, as
filed with the Securities and Exchange Commission on behalf of each of Jane
H. Goldman, Allan H. Goldman, Amy P. Goldman and Diane Goldman Kemper as
Co-Executors of the Estate of Lillian Goldman.
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 18, 200317, 2004 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
5
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,
5
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 4)], and other directorships in public companies.
However, none of the directors isare a director of another public company. Sylvia
W. Shulman is the mother of Lloyd J. Shulman.
SHARES DIRECTLY OWNED
BENEFICIALLY AS OF
SEPTEMBER 18, 200317, 2004
---------------------
NAME, AGE, FIRST ELECTED PERCENT
BUSINESS EXPERIENCE AND DIRECTORSHIPS DIRECTOR NUMBER OF CLASS
------------------------------------- -------------- ------ -------- ----------
Mark S. Greenblatt'D' (49)Greenblatt (50) August, 2003 202 .01%
Vice President and Treasurer, J.W. Mays, Inc.; from
August 2000 to August 2003, Vice President and
Assistant Treasurer; from November 1987 to August
2000, Assistant Treasurer; Trustee of the J.W. Mays,
Inc. Retirement Plan and Trust.
Lance D. Myers'D' (52)(53) August, 1997 -- --
Partner, Holland & Knight LLP 2003 to present.present; Senior
Counsel, Holland & Knight LLP 2000 to 2002. Partner in
the law firm of Cullen and Dykman 1986 to 1999.
Dean L. Ryder (57)(58) November, 1999 -- --
President, Putnam County National Bank.
Jack Schwartz'D' (81)(82) November, 1987 100 .005%
Private Consultant:Consultant; January 1986 to September 1989,
Consultant, The Brooklyn Union Gas Company.
Lloyd J. Shulman'D' (61)(62) November, 1977 44,250(1)44,313(1) 2.20%
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 (85)(86) February, 1965 42,201(1) 2.09%
Retired; Prior to January 1989, Fashion Director and
Merchandiser of Boutique Shops, J.W. Mays, Inc.
Lewis D. Siegel (72)(73) November, 1986 -- --
FirstSenior Vice President -- Investments, Smith Barney
Citigroup since August 1989; from 1973 to August 1989,
Vice President, Thomson McKinnon Securities Inc.;
Trustee of the J.W. Mays, Inc. Retirement Plan and
Trust.
- ---------
'D' Member of Executive Committee
(1) Reference is made to the caption 'Security Ownership of Certain Beneficial
Owners and Management' (pages 1 to 4) for information relating to beneficial
ownership of holders owning more than 5% of the outstanding common stock of
the Company.
6
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
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 2003,2004, the Board held four regular
meetings and five special meetings. The Company has established various
committees including an Executive, an Audit, an Investment Advisory, an
Executive Compensation and a Disclosure Committee. In addition, the Company
established a Nominating Committee after the end of fiscal 2004.
Executive Committee -- This Committee during fiscal 20032004 consisted of Lloyd
J. Shulman (Chairman), Lance D. Myers, and Jack Schwartz and Alex Slobodin (deceased
June 28, 2003).Schwartz. This Committee may
exercise all the powers of the Board when it is not in session, except as
otherwise provided in a resolution, by statute or By-Law. This Committee did not
meet during fiscal 2003.2004.
Audit Committee -- This Committee during fiscal 20032004 consisted of the
following non-employee, 'independent' members of the Board: Jack Schwartz
(Chairman), Lance D. Myers, Dean L. Ryder, and Lewis D. Siegel. Lance D. Myers
has resigned from the Audit Committee to comply with the new independence
provisions of the Sarbanes-Oxley Act of 2002. We have determined that Dean L.
Ryder qualifies as an 'audit committee financial expert' under applicable SEC
and NASD rules and regulations.
The Audit Committee, which met five times during fiscal 2003,2004, is responsible
for such matters as recommending to the Board of Directors a firm of independent
registered 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 auditorsregistered public accounting firm including
their fees. The Committee is prepared to meet at any time upon request of the
independent auditorsregistered public accounting firm to review any special situation
arising in relation to any of the foregoing subjects.
Investment Advisory Committee -- This Committee, during fiscal 2003,2004,
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
fourthree times during fiscal 2003.2004. 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 2003,2004,
consisted of Lloyd J. Shulman (Chairman), Lance D. Myers, Dean L. Ryder, Jack Schwartz, Sylvia W. Shulman and Lewis D. Siegel,
five of whom areall independent 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 two timesone time during the fiscal 2003.2004.
Each director attended 100% of the aggregate meetings of the Board and the
Committees (if a member thereof) held during fiscal 2003,2004, except Sylvia W.
Shulman who attended 82%75% of the regular meetings and none of the special
meetings.
Disclosure Committee -- This Committee was formed March 19, 2003 and
consists of Lance D. Myers (Special Counsel), Mark S. Greenblatt (Vice President
and Treasurer) and Ward Lyke (Vice President). Alex Slobodin (then Vice
President and Assistant Treasurer) was a member of the Committee prior to his death on
June 28, 2003.. The
Committee reviews all financial reports and other required disclosures, assesses
the materiality of the information and ensures that internal controls are sufficient
before the reports are submitted to the Audit Committee for final review prior
to the filing with the Securities and Exchange Commission. The Committee met
oncefour times during fiscal 2003.2004.
Nominating Committee -- This Committee was formed on October 12, 2004 and
consists of Lance D. Myers, Dean L. Ryder, Jack Schwartz, and Lewis D. Siegel,
all independent non-employee directors. The Nominating Committee will assist the
Board in the selection of Directors does not haveBoard members. The Company's Board has approved a
standing Nominating Committee.Committee Charter.
7
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned with respect to
the three most recent fiscal years for the officers:
ANNUAL COMPENSATION
----------------------------------------------
NAME AND OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)(2)
------------------ ---- -------- ------- ------------------
Lloyd J. Shulman .................................. 2003 $180,495 $35,000 $36,561(3)2004 $193,297 $ -- $35,053(3)
Chairman of the Board and President, Chief 2002 160,5002003 180,495 35,000 30,607(3)36,561(3)
Executive Officer and Chief Operating Officer 2001 150,412 25,000 30,847(3)
Alex Slobodin(4) .................................. 2003 157,431 15,700 30,999(3)
Executive2002 160,500 35,000 30,607(3)
Mark S. Greenblatt ................................ 2004 155,192 15,500 30,374(3)
Vice President and Treasurer 2002 157,431 15,700 30,607(3)
Chief Financial Officer 2001 155,579 11,775 30,299(3)
Mark S. Greenblatt ................................ 2003 133,380 18,000 26,496(3)
2002 123,709 12,000 23,509(3)
Ward N. Lyke, Jr .................................. 2004 140,330 14,000 26,987(3)
Vice President and Assistant Treasurer 2002 123,709 12,000 23,509(3)
2001 119,805 19,000 24,389(3)
Ward N. Lyke, Jr .................................. 2003 126,855 12,500 24,007(3)
Vice President -- Management Information Services 2002 121,088 11,893 22,944(3)
2001 117,405 8,920 21,806(3)
George Silva ...................................... 2004 107,870 10,750 19,595(3)
Vice President -- Operations 2003 98,310 9,500 17,477(3)
Vice President -- Operations 2002 91,744 9,000 16,271(3)
2001 88,063 6,375 15,205(3)
- ---------
(1) Each non-employee director receives an annual retainer of $7,000 payable
$1,750 quarterly, plus $1,500 for attendance at each Board meeting; $1,100
for each Audit Committee meeting, $550 for each Executive Compensation
Committee meeting and Nominating Committee meeting, and $500 for the
Investment Advisory Committee meetings attended. In addition, the Chairman
of each committee receives an additional $750 for attendance at each
meeting. Each non-employee director also receives an annual expense
allowance of $500, payable $125 quarterly. Neither the Company nor the
Company's Retirement Plan and Trust pays its non-employee director or its
two employee directors for serving as trustees of the Retirement Plan.
(2) Excludes certain personal benefits aggregating less than $25,000 for any
member of the group.
(3) The Company's Retirement Plan and Trust ('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. Directors who are not executive officers do not participate in the
Plan.
(4) Alex Slobodin, who had served the Company with unselfish
devotion and deep understanding for many years, died on
June 28, 2003. The Company has paid Alex Slobodin and his
Estate through July 31, 2003.
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. 8
The Company's Board has approved
a Compensation Committee Charter.
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
8
responsibility associated with histhe 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.
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"('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.
The Company's contribution to the Plan is an amount equal to 15% of each
participant's compensation plus 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, subject to a compensation limit of $200,000.
Executive Compensation Committee:
Lloyd J. Shulman, Chairman
Lance D. Myers
Dean L. Ryder
Jack Schwartz
Sylvia W. Shulman
Lewis D. Siegel
POLICY FOR HIRING FORMER EMPLOYEES OF THE INDEPENDENT AUDITORSREGISTERED PUBLIC
ACCOUNTING FIRM
The Company has instituted a policy that it will not hire a chief executive
officer, controller, chief financial officer, chief accounting officer, or any
person serving in an equivalent position who was employed by its independent
registered
independent public accounting firm and participated in any capacity in the audit
of the Company during the one-year period preceding the date of the initiation
of the audit.
REPORT OF THE AUDIT COMMITTEE
As required by the applicable regulations adopted by the Securities and
Exchange Commission covering audit committees, 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,registered public
accounting firm, 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 9
supplemented, and has
discussed with D'Arcangelo & Co., LLP the independent auditor'sregistered public
accounting firm'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, 2003.2004.
9
Under the terms of its charter, the Committee approves fees paid by the
Company to its independent auditors.registered public accounting firm. For the fiscal
year ended July 31, 2003,2004, the Company paid the following fees to D'Arcangelo &
Co., LLP:
Audit fees.................................................. $57,498$68,221
Financial information system design and implementation
fees...................................................... None
All other fees -- (includes tax and accounting consulting
services)................................................. 20,02510,382
-------
Total Fees.......................................... $77,523
=======$78,603
-------
-------
The Audit Committee of the Board of Directors has considered whether the
non-audit services rendered by the independent auditorsregistered public accounting firm
are compatible with an auditor maintaining its independence. Attached to this Proxy Statement as
Appendix A is the Company's new Audit Committee Charter.
Audit Committee:
Jack Schwartz, Chairman
Dean L. Ryder
Lewis D. Siegel
The materials referred to above under 'Report of the 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.
EXECUTIVE COMPENSATION COMMITTEEBOARD 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., which is the beneficial owner of
45.16% of the outstanding common stock of the Company through its two
wholly-owned subsidiaries: (i) Gailoyd Enterprises Corp. which directly owns
33.24% of the outstanding common stock of the Company and (ii) Celwyn Company,
Inc. which directly owns 11.92% 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. Sylvia W. Shulman, a member of the Board of
the Company, also serves as a director of Weinstein Enterprises, Inc., Gailoyd
Enterprises Corp. and Celwyn Company, Inc.
10
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 07/31/2003)2004)
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 a Peer Group. The graph assumes the investment of $100 at the close
of trading July 31, 19981999 in the common stock of the Company, the S&P 500 and the
Peer Group, and the reinvestment of all dividends, although the Company did not
pay a dividend during this five-year period.
[Performance Graph][PERFORMANCE GRAPH]
Comparison of Five-Year Cumulative Total Return*
J.W. MAYS, Inc., Standard & Poor's 500 And Peer Group
(Performance Results Through 7/31/04)
07/31/1998 07/7/31/1999 07/7/31/2000 07/7/31/2001 07/7/31/2002 07/7/31/2003 - ---------------------------------------------------------------------------------------------------------------7/31/2004
J.W. MAYS, INC. 100.00 58.80 71.70 117.02 150.29 149.72121.95 199.02 255.61 254.63 261.66
Standard & Poor's 500 100.00 118.73 127.85 108.23 81.46 88.49107.68 91.16 68.61 74.53 83.68
Peer Group 100.00 87.71 101.73 120.10 131.46 169.70115.98 136.92 149.88 193.50 242.28
Assumes $100100 invested at the close of trading 7/31/9899 in J.W. MAYS, INC., common
stock, Standard & Poor's 500 and Peer Group.
* Cumulative*Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
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.
11
INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM
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,registered public accounting firm, to examine the
financial statements of the Company and its subsidiaries for the fiscal year
ending July 31, 2004.2005. This firm first became the independent auditorsregistered public
accounting firm 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 representativeRepresentatives of the
auditingindependent registered public accounting firm isare expected to be present at the
annual meeting with the opportunity to make a statement, if hethey so desires,desire, and
will be available to respond to appropriate questions.
CERTAIN TRANSACTIONS
During fiscal 2003,2004, the Company paid Enterprises total rentals of $169,800
for leases on which two of the Company's real estate properties are located and
interest of $28,033$44,862 on a mortgagetwo mortgages 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
properties and mortgage,mortgages, 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 $69,629 as its share of the excess rental from Celwyn. The rental
payments between Celwyn and the Company in excess of the annual minimum rental
of $180,000 terminated August 30, 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2003,2004, the Company retained the law firm of Holland & Knight
LLP, Special Counsel for various legal services. Lance D. Myers, Esq., a
director of the Company is a partner in the law firm of Holland & Knight LLP.
The firm renders legal services to the Company and such services are expected to
continue to be provided to the Company in the future. This firm first became the
special counselSpecial Counsel of the Company and its subsidiaries in March 2000 and has no
direct or indirect financial interest in the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, 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.
- ---------
* Reference is made to the caption 'Security Ownership of Certain Beneficial
Owners and Management' (pages 1 to 4) for information concerning the ownership
interests which certain nominees, of which one is an officer, have in
Enterprises and Celwyn.
12
The Company believes that during the fiscal year ended July 31, 2003,2004, all
Section 16(a) filings applicable to its executive officers, directors and
greater than 10% beneficial owners affiliated with the Company were timely made.
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.
12
OTHER INFORMATION
Effective September 6, 2003,2004, the Company renewed its directors and officers
liability insurance policy in the aggregate amount of $5 million. The policy
expires September 6, 2004.2005. 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.
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 20042005 ANNUAL MEETING OF
SHAREHOLDERS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders for 20042005 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, 2004.
CODE OF BUSINESS CONDUCT
Attached to this Proxy Statement as Appendix B is the Company's Code of
Business Conduct.20, 2005.
ANNUAL REPORT
The Company's Annual Report to Shareholders for the fiscal year ended
July 31, 2003,2004, 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 20, 200318, 2004
13
APPENDIX A
J.W. MAYS, INC.
AUDIT COMMITTEE CHARTER
PURPOSE
The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company,
(2) the independent auditor's qualifications and independence, (3) the
performance of the Company's internal audit function, if any, and independent
auditors, and (4) the compliance by the Company with legal and regulatory
requirements.
The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the 'Commission') to be included in the
Company's annual proxy statement.
COMMITTEE MEMBERSHIP
The Audit Committee shall consist of no fewer than three members. The
members of the Audit Committee shall meet the independence and experience
requirements of the NASD, Section 10A(m)(3) of the Securities Exchange Act of
1934 (the 'Exchange Act') and the rules and regulations of the Commission.
The members of the Audit Committee shall be appointed by the Board. Audit
Committee members may be replaced by the Board.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Audit Committee shall have the sole authority to appoint or replace the
independent auditor (subject, if applicable, to shareholder ratification). The
Audit Committee shall be directly responsible for the compensation and oversight
of the work of the independent auditor (including resolution of disagreements
between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work. The
independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all audit and non-audit services and
shall approve all engagement fees and terms. The Audit Committee shall consult
with management but shall not delegate these responsibilities.
The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to
grant pre-approvals of audit and permitted non-audit services, provided that
decisions of such subcommittee to grant pre-approvals shall be presented to the
full Audit Committee at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or other
advisors. The Company shall provide for appropriate funding, as determined by
the Audit Committee, for payment of compensation to the independent auditor for
the purpose of rendering or issuing an audit report and to any advisors employed
by the Audit Committee.
The Audit Committee shall meet as often as it determines, but not less
frequently than two times each year. The Audit Committee may request any officer
or employee of the Company or the Company's outside counsel or independent
auditor to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. The Audit Committee shall meet with management,
any internal auditors and the independent auditor in separate executive
sessions.
A-1
The Audit Committee shall make regular reports to the Board. The Audit
Committee shall review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
The Audit Committee, to the extent it deems necessary or appropriate, shall:
FINANCIAL STATEMENT AND DISCLOSURE MATTERS
1. Review and discuss with management and the independent auditor the annual
audited financial statements, including disclosures made in management's
discussion and analysis, and recommend to the Board whether the audited
financial statements should be included in the Company's Form 10-K.
2. Review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its
Form 10-Q, including disclosures made in management's discussion and
analysis and the results of the independent auditor's review of the
quarterly financial statements.
3. Discuss with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of
the Company's financial statements, including any significant changes in
the Company's selection or application of accounting principles, any
major issues as to the adequacy of the Company's internal controls and
any special steps adopted in light of material control deficiencies.
4. Discuss with management and the Company's independent auditor:
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to
record, process, summarize and report financial data; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal controls.
Review disclosures made to the Audit Committee by the Company's CEO and
CFO in connection with their certification of the foregoing for the
Form 10-K and Form 10-Q.
5. Discuss with management the Company's earnings press releases.
6. Discuss with management and the independent auditor the effect of
regulatory and accounting initiatives as well as off-balance sheet
structures, if any, on the Company's financial statements.
7. Discuss with management the Company's major financial risk exposures and
the steps management has taken to monitor and control such exposures,
including the Company's risk assessment and risk management policies.
8. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit. In particular, discuss:
(a) The adoption of, or changes to, the Company's significant auditing
and accounting principles and practices as suggested by the
independent auditor, any internal auditors or management;
(b) The management letter provided by the independent auditor and the
Company's response to that letter; and
(c) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
requested information, and any significant disagreements with
management.
A-2
9. Discuss with the independent auditors the matters required to be
discussed by Section 10A(k) of the Exchange Act, as follows:
(a) All critical accounting policies and practices to be used;
(b) All alternative treatments of financial information, if any, within
generally accepted accounting principles that have been discussed
with management of the Company, ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred
by the independent auditors; and
(c) Other material written communications between the independent
auditors and the management of the Company, such as any management
letter or schedule of unadjusted differences.
OVERSIGHT OF THE COMPANY'S RELATIONSHIP WITH THE INDEPENDENT AUDITOR
10. Review and evaluate the lead partner of the independent auditor team.
11. Obtain and review a report from the independent auditor at least
annually regarding (a) the independent auditor's internal
quality-control procedures, (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the firm, or
by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more
independent audits carried out by the firm, (c) any steps taken to deal
with any such issues, and (d) all relationships between the independent
auditor and the Company. Evaluate the qualifications, performance and
independence of the independent auditor, including considering whether
the auditor's quality controls are adequate and the provision of
permitted non-audit services is compatible with maintaining the
auditor's independence, and taking into account the opinions of
management and any internal auditor. The Audit Committee shall present
its conclusions with respect to any internal auditor to the Board.
12. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law.
13. Recommend to the Board policies for the Company's hiring of employees or
former employees of the independent auditor who participated in any
capacity in the audit of the Company.
14. Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.
COMPLIANCE OVERSIGHT RESPONSIBILITIES
15. Obtain from the independent auditor assurance that Section 10A(b)
(Required Response to Audit Committees -- Illegal Acts) of the Exchange
Act has not been implicated.
16. Obtain reports from management and any senior internal auditing
executive that the Company and its subsidiary/affiliated entities are in
conformity with applicable legal requirements and the Company's Code of
Business Conduct.
17. Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any employee complaints or
published reports which raise material issues regarding the Company's
financial statements or accounting policies.
18. Discuss with the Company's chief legal officer (whether in-house or
outside counsel) legal matters that may have a material impact on the
financial statements or the Company's compliance policies.
A-3
COMPLAINTS
19. Establish procedures for:
(a) The receipt, retention, and treatment of complaints received by the
Company regarding accounting, internal accounting controls, or
auditing matters; and
(b) The confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing matters.
LIMITATION OF AUDIT COMMITTEE'S ROLE
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements and disclosures
are complete and accurate and are in accordance with generally accepted
accounting principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditor. The Audit
Committee's role is to make certain that management (including the internal
auditor) and the independent auditor act in a manner required to fulfill their
responsibilities.
A-4
APPENDIX B
J.W. MAYS, INC.
CODE OF BUSINESS CONDUCT
To All J.W. Mays, Inc. Directors, Officers and Employees:
J.W. Mays, Inc. is committed to the highest standards in all aspects of its
business. To confirm that commitment, attached is the new J.W. Mays, Inc. Code
of Business Conduct. The Code, which emphasizes integrity, ethics, and fairness,
elaborates on many of the legal and ethical principles to which we must all
adhere.
We expect every director, officer and employee to comply in every respect
with all applicable laws and regulations and to conduct the Company's business
in a way that protects and promotes our valuable reputation. We will continue to
compete vigorously in the marketplace, but we will not deviate from these
fundamental principles in doing so.
All J.W. Mays, Inc. directors, officers and employees are responsible for
complying with this Code. Senior managers will be responsible for ensuring that
all employees receive a copy of the Code and will be asked annually to certify
compliance with it.
Obviously, the Code cannot address every conceivable situation we face. It
can only set out general legal and ethical principles, and employees, officers
and directors must use good judgment in applying them. If any employee, director
or officer needs further guidance regarding compliance with applicable laws and
this Code, he or she should contact a member of the J.W. Mays, Inc. Corporate
Compliance Committee.
CODE OF BUSINESS CONDUCT
All directors, officers and employees of J.W. Mays, Inc. and its
subsidiaries (collectively the 'Company'), are required to conduct business
activities and operations in an ethical manner and in compliance with applicable
laws, rules, regulations, Company policies, and the standards set forth in this
Code.
It is the responsibility of each supervisor to ensure that the employees
under his or her supervision understand the laws and policies (including this
Code) that apply to such employees, to apply such policies fairly and
consistently, and to respond appropriately to any inquiries or reports of
suspected violations. It is the responsibility of all employees to comply with
this Code and all related policies.
It is the policy of the Company to prevent the occurrence of unethical or
unlawful behavior and to halt any such behavior that may occur as soon as
reasonably possible after its discovery. Violations of this Code may result in
serious consequences for the violator, including termination of employment.
I. COMPLIANCE WITH LAWS
The activities of the Company and each employee are expected to be in full
compliance with the letter and spirit of all applicable laws, rules and
regulations. It would be impossible to summarize here all the laws, rules and
regulations with which the Company and its employees must comply; this Code
refers to only a few of them.
Any employee with questions about his or her obligations under applicable
laws should seek advice from his or her supervisor or a member of the Corporate
Compliance Committee (see Section XV of this Code).
B-1
II. CONFLICTS OF INTEREST
Employees of the Company have a primary business responsibility to the
Company and must avoid any activity that may interfere, or have the appearance
of interfering, with the performance of this responsibility. Business decisions
must be based solely on the best interests of the Company, without regard to
personal, family or other extraneous considerations.
Conflicts of interest can arise when an employee's position or
responsibilities with the Company present an opportunity for gain apart from the
normal rewards of employment. They can also arise when an employee's personal or
family interests are, or may be viewed as being, inconsistent with those of the
Company and therefore as creating conflicting loyalties. Such conflicting
loyalties can cause an employee to give preference to personal interests, either
internal or external, in situations where Company responsibilities come first.
No employee may personally benefit from his or her employment with the
Company except through compensation received directly from the Company. This
prohibition does not apply to discounts offered by merchants that are generally
available to all employees of the Company.
The appearance of a conflict of interest can be as damaging to the Company
as an actual conflict. Employees should conduct themselves at all times so as to
avoid apparent conflicts. Any employee who believes he or she may have a
conflict of interest should disclose it immediately to, and seek guidance from,
a member of the Corporate Compliance Committee who is not involved in the
potential conflict. The Corporate Compliance Committee and the Company's counsel
have sufficient authority to adequately deal with conflict of interest
transactions, including the authority to disclose such transactions (or
potential transactions) to the Company's Chief Executive Officer and, if
necessary, to the Audit Committee of the Board of Directors.
III. CORPORATE OPPORTUNITIES
No employee of the Company may take personal advantage or obtain personal
gain from an opportunity learned of or discovered during the course and scope of
his or her employment when that opportunity or discovery could be of benefit or
interest to the Company. Likewise, no employees may use Company property,
information or position for personal gain.
IV. OUTSIDE EMPLOYMENT
The Company expects each employee to be fully attentive to the interests of
the Company at all times. Accordingly, no employee may engage in any activity,
including outside employment, that places his or her interest, or the interest
of other persons or groups, ahead of the best interests of the Company. Outside
employment or other interests that could detract from an employee's work
performance must be approved in advance by the employee's supervisor. Under no
circumstances may an employee compete against the Company.
V. COMPANY RECORDS
Company records must always be prepared accurately and maintained properly,
in accordance with the Company's records management policies and all applicable
laws and regulations.
No false, artificial or deceptive entries may be made in the Company's
records for any reason. The simple rule of thumb is that the Company's books
must accurately reflect the transactions they record. In addition, it is
important to remember that Company records belong to the Company. Therefore,
Company records should not be removed from Company property except for a
legitimate business reason, and any documents so removed should be returned to
Company property as soon as practicable.
B-2
Accounting procedures and controls are prescribed by Company policies.
Within these policies, the senior officers of the operating companies have the
primary responsibility for establishing and monitoring adequate systems of
internal accounting and controls, and all employees must adhere to these
controls. The Company's auditors monitor and document compliance with these
internal controls. Employees shall cooperate completely and forthrightly with
the Company's internal and independent auditors.
No employee may engage in, allow or conceal any financial or bookkeeping
irregularity.
VI. COMPANY FUNDS AND PROPERTY
Company employees must protect the Company's assets and ensure their
efficient use for legitimate business purposes. Each employee is personally
accountable for Company funds and property over which he or she has control.
Purchases of products and services from suppliers must be made solely on the
basis of quality, price, service and other relevant considerations. No Company
funds or other property shall be used for any unlawful purpose, such as to
secure special privileges or benefits through the payment of bribes or other
illegal payments.
No employee may engage in any act that involves theft, fraud, embezzlement,
misappropriation or wrongful conversion of any property, including Company
property, regardless of whether or not such act could result in a criminal
proceeding. This prohibition includes unauthorized use of the Company's
communications equipment, computers and related facilities or other Company
assets, including proprietary information and trade secrets.
While on Company business, employees must also adhere to the Company travel
policy, including all policies and procedures relating to expense reporting and
reimbursement.
Gifts, favors and entertainment may be given to others at Company expense
only if they are consistent with law and accepted business practices and if they
are of sufficiently limited value and in a form that could not reasonably be
construed as a bribe or payoff. Gifts in the form of cash or its equivalent are
prohibited. Likewise, secret commissions or other compensation to employees of
customers or their family members or associates are prohibited.
VII. SAFETY AND HEALTH
Workplace safety and health are paramount concerns and are conditions of
employment at the Company. Employees must adhere to applicable health and safety
laws and regulations and all related Company policies designed to ensure safe
working conditions.
Employees are responsible for working safely and are expected to participate
actively in training and in identifying and alerting management to potential
hazards and unsafe practices.
VIII. EQUAL OPPORTUNITY AND HARASSMENT-FREE EMPLOYMENT
The Company is an equal opportunity employer. The Company's policy is to
select and place employees on the basis of qualification for work to be
performed, as required by applicable laws, without discrimination in terms of
race, religion, national origin, color, sex, age, status as a qualified
individual with a disability or other status protected by law. The Company
insists that all employees refrain from any act that is designed to cause or
does cause unlawful employment discrimination with respect to any term or
condition of employment.
The Company is also committed to the goal of providing a safe, secure,
productive and healthy work environment free from harassment of any kind. The
Company insists that all employees refrain from any act that
B-3
is designed to cause or does cause harassment or intimidation, including sexual
harassment. The Company will not tolerate any form of harassment or intimidation
by any employee.
IX. ENVIRONMENTAL PROTECTION
The Company is committed to full compliance with national, state and local
environmental laws and regulations at all operating facilities. The Company's
environmental obligations include, but are not limited to, obtaining and
maintaining all environmental permits and approvals required for the conduct of
the Company's operations, the proper handling, storage and disposal of regulated
materials and timely and accurate submission of required reports to the proper
government agencies.
Employees are expected to understand and act in accordance with their
obligations under environmental laws, including any new or modified obligations
as they are established. Employees must report suspected violations of those
laws to their supervisors. It shall be the obligation of all supervisors to
investigate any reported violation and to ensure that timely and effective
remedial action is taken where appropriate.
The Company will ensure compliance with this Code through vigilant
self-monitoring and the continual training, education, encouragement and, where
necessary, discipline of employees at all levels. The Company will not tolerate
the falsification of data or the reporting of false information regarding
environmental compliance within the Company or to government agencies.
The Company is also committed to full compliance with all laws and
regulations governing its products, including all applicable national and local
laws governing product safety and related issues. The Company has adopted
company-wide policies regarding environmental compliance.
X. COMPETITION AND CONTACTS WITH COMPETITORS
The concept of free and open competition underlies the antitrust laws in the
United States. Compliance with such laws is mandatory. The Sherman Act and its
state law counterparts prohibit businesses from entering into agreements,
express or implied, that unreasonably restrain trade.
Employees may not enter into discussions or agreements with competitors or
suppliers that would in any way violate or be construed as a violation of such
laws. Certain agreements are considered so inherently anticompetitive as to be
criminal in nature (e.g., price fixing, bid rigging, customer or territorial
allocation, group boycotts) and can result in the imposition of substantial
monetary penalties and jail sentences.
Employees are encouraged to contact a member of the Corporate Compliance
Committee if they have any doubt about the legality of a proposed course of
action.
If employees become aware of possible violations of any antitrust laws, they
should report the suspected violations to a member of the Corporate Compliance
Committee immediately.
XI. FAIR DEALING
Each employee of the Company is expected to deal fairly with the Company's
customers, suppliers, competitors and other employees. It is a violation of
Company policy to take unfair advantage of anyone through manipulation,
concealment, abuse of confidential information, misrepresentation of material
facts or any other unfair or deceptive practice.
B-4
XII. SECURITIES AND INSIDER TRADING
The Company is committed to complying with all federal and state securities
laws and regulations. These laws, along with the rules of the NASD, impose
certain obligations on publicly-held corporations and the persons associated
with them. It is important that employees in no way compromise the position of
the Company with the disclosure ('leaking' or 'tipping') of non-public
information to outsiders or to other employees who do not require the
information in the performance of their duties. No employee with knowledge of
non-public ('inside') information should use the information for his or her own
benefit. This means that no employee may trade in Company securities when he or
she has knowledge of material inside information.
'Material' information is any information that an investor might consider
important in deciding whether to buy, sell or hold securities. Examples of some
types of material information are financial results, financial forecasts,
possible mergers, acquisitions, joint ventures, other purchases or sales of or
investments in companies, obtaining or losing important contracts, important
product developments, major litigation developments and major changes in
business direction.
Information is considered to be 'non-public' unless it has been adequately
disclosed to the public. Examples of effective disclosure include public filings
with securities regulatory authorities and issuance of press releases. The
information must not only be disclosed; there must also be adequate time for the
market as a whole to digest the information.
XIII. DEALING WITH GOVERNMENT OFFICIALS
All dealings with government officials, including, but not limited to
lobbying, political contributions to candidates, meetings with government
agencies, communications with public officials and contracting with government
agencies, shall be done in accordance with all applicable national, state and
local laws and regulations in each country in which the Company conducts
business.
No employee shall offer or promise a payment or reward of any kind, directly
or indirectly, to any federal, state or local government official in order to
secure preferential treatment for the Company or its employees.
No employee shall offer or promise a payment or reward of any kind, directly
or indirectly, to a federal, state or local government official for or because
of an official act performed or to be performed by that official.
No employee shall offer or promise any federal, state or local government
official gifts, entertainment, gratuities, meals, lodging, travel or similar
items that are designed to influence such official.
It is the policy of the Company to cooperate fully with all legal and
reasonable government investigations. Accordingly, Company employees shall
comply with any and all lawful requests from government investigators and,
consistent with preserving the Company's legal rights, shall cooperate in lawful
government inquiries. No employee shall make a false or misleading written or
oral statement to a government official with regard to any matter involving a
government inquiry into Company matters.
Employees should contact a member of the Corporate Compliance Committee when
presented with any such government request or inquiry. Employees with questions
about contacts with government officials should seek guidance from a member of
the Corporate Compliance Committee.
Individual employees are free to participate in political activities or make
personal political contributions, but may not use Company funds or other
resources. No employee may make a political contribution on behalf of the
Company without permission from a member of the Corporate Compliance Committee,
and then only after a member of the Corporate Compliance Committee has affirmed
the legality and propriety of such a contribution.
B-5
XIV. CONFIDENTIAL INFORMATION
In the normal course of business, there will be instances in which employees
may be entrusted with confidential or privileged information. That information
most often will involve facts, plans or other aspects of the Company's business
that are not in the public domain and will, on occasion, involve information
that has been entrusted to the Company by customers, suppliers or others with
whom the Company has a relationship.
All employees possessing confidential information regarding the Company or
any of its customers or suppliers have a duty not to disclose such information
outside the Company or to employees who do not have a need to know such
information, except where disclosure is authorized or legally required.
Employees possessing confidential information shall not use such information for
personal gain.
All employees are expected to comply with the terms and conditions of any
and all confidentiality, non-disclosure and patent agreements signed by them
when accepting employment.
Questions regarding what is or is not confidential or privileged information
should be directed to the employee's supervisor.
XV. COMPLIANCE AND REPORTING
The Company has appointed a committee (the 'Corporate Compliance Committee')
to ensure that this Code and the Company's related policies will govern the
business activities of all Company employees. The membership of the Corporate
Compliance Committee will consist of senior executives and/or directors of the
Company and will be published from time to time. Any employee who has questions
about this Code or how it applies in particular circumstances is encouraged to
seek guidance from his or her supervisor or the Corporate Compliance Committee.
Employees should report any suspected noncompliance with these policies to
their supervisor or any member of the Corporate Compliance Committee. The
Company will promptly undertake an investigation into any report that it
receives. The investigation will be sufficient in size and scope to address the
report, and will be handled discreetly and with due sensitivity to all persons
involved in the investigation. If requested, and to the extent possible, the
Company will keep the identity of the reporting employee and all disclosures
made in accordance with this Code confidential. No employee will be subject to
any disciplinary or retaliatory action for reasonably and in good faith
reporting any suspected violation. Submission of knowingly false reports,
however, constitutes a violation of this Code and will result in disciplinary
action.
Failure to comply with this Code can have severe consequences for both the
individuals involved and the Company. The Company will take appropriate
disciplinary action for violations of this Code, including termination of
employment. Disciplinary action may be taken:
-- Against employees who authorize or participate directly and, in
appropriate circumstances, indirectly in actions that are a
violation of this Code or any related policies.
-- Against employees who fail to report a violation of this Code or any
related policy or who withhold any relevant information concerning a
violation of which they became aware.
-- Against the violator's supervisor, to the extent the circumstances
of the violation reflect inadequate supervision or lack of
diligence.
-- Against any employee who attempts to retaliate, directly or
indirectly, or encourages others to do so, against an employee who
reports a violation or cooperates with an investigation of such
violation.
B-6
If an employee believes that a supervisor to whom a suspected violation has
been reported has not taken appropriate action, the employee should contact a
member of the Corporate Compliance Committee. The Corporate Compliance Committee
can be reached by contacting Mark S. Greenblatt at (718) 624-7400.
The Board of Directors (and not the Corporate Compliance Committee) is the
only body authorized to waive compliance with this Code as it relates to any
executive officer or director of the Company. With respect to the Company's
Chief Executive Officer and Chief Financial Officer, the Board of Directors also
has the authority to investigate (or supervise the investigation of) alleged
violations of this Code and to determine the appropriate consequences for
violations by such individuals.
B-7
J.W. MAYS, INC.
CODE OF BUSINESS CONDUCT
EMPLOYEE CERTIFICATION
I have received a copy of the Company's Code of Business Conduct and have
read and understand the Code. I agree that my continued employment is dependent
on my compliance with the Company's policies as set forth in the Code. I accept
that I have an obligation to report any violation of these policies in the
manner set forth in the Code.
- ------------------------------------- -----------------------------------
EMPLOYEE'S SIGNATURE DATE
- -------------------------------------
EMPLOYEE'S NAME
(PLEASE PRINT)
Please complete this form and return it to Frank Mollo for permanent
retention in your personnel file.
B-8
[THIS PAGE INTENTIONALLY LEFT BLANK]
[THIS PAGE INTENTIONALLY LEFT BLANK]
Appendix 1
J. W. MAYS, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 25, 200323, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of J. W. MAYS, INC. (the "Company") to be held November
25, 200323, 2004 and the related proxy statement; (b) appoints LLOYD J. SHULMAN, MARK S.
GREENBLATT 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 25, 200323, 2004 (including any adjournment 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 20, 200318, 2004
and upon such other matters as may properly come before such meeting; and (c)
revokes any proxies previously given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS AND FOR PROPOSALS 1 AND 3. THE
PROXIES WILL USE THEIR DISCRETION WITH REGARD TO ANY MATTER REFERRED TO IN ITEM
4 ON THE REVERSE SIDE.
(Continued and to be signed on the reverse side)
14475
ANNUAL MEETING OF SHAREHOLDERS OF
J.W. MAYS, INC.
November 25, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS OF
J. W. MAYS, INC.
November 23, 2004
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
| Please detach along perforated line and mail in the envelope provided.|
- -------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 1 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- -------------------------------------------------------------------------------------------------------------------------------
2. Election of Directors:
NOMINEES:
[ ] FOR ALL NOMINEES O Mark Greenblatt
O Lance D. Myers
[ ] WITHHOLD AUTHORITY O Dean L. Ryder
FOR ALL NOMINEES O Jack Schwartz
O Lloyd J. Shulman
[ ] FOR ALL EXCEPT O Sylvia W. Shulman
(See instructions below) O Lewis D. Siegel
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here:
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method. [ ]
Signature of Shareholder Date:
---------------------------- ------------
FOR AGAINST ABSTAIN
1. Proposal to fix the number of directors to be [_] [_] [_]
elected at seven.
[ ] [ ] [ ]NOMINEES:
[_] FOR ALL NOMINEES o Mark S. Greenblatt 3. To ratify the appointment of D'Arcangelo & [_] [_] [_]
o Lance D. Myers Co., LLP, as the Company's independent
[_] WITHHOLD AUTHORITY o Dean L. Ryder auditors for the Company's fiscal year ending
FOR ALL NOMINEES o Jack Schwartz July 31, 2004. [ ] [ ] [ ]2005.
o Lloyd J. Shulman
[_] FOR ALL EXCEPT o Sylvia W. Shulman 4. In their discretion, the Proxies are authorized to vote on such
(See instructions below) o Lewis D. Siegel other business as may properly come before the meeting or any
adjournment thereof.
PLEASE MARK, SIGN BELOW AND RETURN THE PROXY PROMPTLY IN THE ENVELOPE
PROVIDED.
INSTRUCTION: To withhold authority to vote for any
individual nominee(s), mark "FOR ALL
EXCEPT" and fill in the circle next to
each nominee you wish to withhold, as
shown here: o
To change the address on your account, please
check the box at right and indicate your new
address in the address space above. Please [_]
note that changes to the registered name(s) on
the account may properly come before the meeting or any adjournment thereof.
PLEASE MARK, SIGN BELOW AND RETURN THE PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
Signature of Shareholder Date:
--------------------------------not be submitted via this
method.
Signature of Shareholder Date: Signature of Shareholder Date:
--------------------- ---------- --------------------- ----------
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as.....................................as................................ 'D'