================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: July 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____________to Commission file number: 1-3647 J. W. MAYS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 11-1059070 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 Bond Street, Brooklyn, New York 11201-5805 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 624-7400 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1 per share ------------------------------------ (TITLE OF CLASS) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO. . INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X] NO DELINQUENT FILERS. THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE REGISTRANT WAS APPROXIMATELY $11,317,922 AS OF SEPTEMBER 27, 1996 BASED UPON THE CLOSING PRICE ON THE NASDAQ NATIONAL MARKET SYSTEM REPORTED FOR SUCH DATE. SHARES OF COMMON STOCK HELD BY EACH OFFICER AND DIRECTOR AND BY EACH PERSON WHO OWNS 5% OR MORE OF THE OUTSTANDING COMMON STOCK HAVE BEEN EXCLUDED IN THAT SUCH PERSONS MAY BE DEEMED TO BE AFFILIATES. THIS DETERMINATION OF AFFILIATE STATUS IS NOT NECESSARILY A CONCLUSIVE DETERMINATION FOR OTHER PURPOSES. THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF SEPTEMBER 27, 1996 WAS 2,136,397. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K in which the Document Document is incorporated -------- --------------- Annual Report to Shareholders for Fiscal Year Ended July 31, 1996 Parts I and II Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders Part III ================================================================================ J. W. MAYS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 1996 TABLE OF CONTENTS PAGE PART I ---- Item 1. Business .................................................................... 3 Item 2. Properties .................................................................. 3 Item 3. Legal Proceedings ........................................................... 4 Item 4. Submission of Matters to a Vote of Security Holders ......................... 5 Executive Officers of the Registrant ................................................. 5 PART II Item 5. Market for Registrant's Common Stock and Related Shareholder Matters ........ 5 Item 6. Selected Financial Data ..................................................... 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................................................ 5 Item 8. Financial Statements and Supplementary Data ................................. 5 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................................................................ 6 PART III Item 10. Directors and Executive Officers of the Registrant ......................... 6 Item 11. Executive Compensation ..................................................... 6 Item 12. Security Ownership of Certain Beneficial Owners and Management ............. 6 Item 13. Certain Relationships and Related Transactions ............................. 6 PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K .......... 6 2 PART I ITEM 1. BUSINESS. J. W. Mays, Inc. (the "Company" or "Registrant") with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties. See below for the description of these properties (Item 2. Properties). The Company's business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927. The Company discontinued its department store business which operated under the name of "MAYS," in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign operations. The Company employs approximately 30 employees and has a contract with a union covering rates of pay, hours of employment and other conditions of employment for approximately 20% of its employees. The Company considers that its labor relations with its employees and union are good. ITEM 2. PROPERTIES. The table below sets forth certain information as to each of the properties currently operated by the Company: Approximate Location Owned or leased(1) Square Feet -------- ------------------ ----------- Brooklyn, New York Fulton Street at Bond Street ................. (2) 380,000(5) Jamaica, New York Jamaica Avenue at 169th Street ............... Own Building, Lease Fee 297,000(6) Fishkill, New York Route 9 at Interstate Highway 84 ............. (3) 211,000(7) (located on 14.9 acres) Brooklyn, New York Jowein Building Fulton Street and Elm Place .................. (4) 430,000(8) Levittown, New York Hempstead Turnpike ........................... (3) 85,800(9) Massapequa, New York Sunrise Highway .............................. (10) 133,400(10) Circleville, Ohio Tarlton Road ................................. (3) 193,350(11) (located on 11.6 acres) - ------------------- (1) Properties leased are under long-term leases for varying periods, the longest of which extends to 2013, and in most instances renewal options are included. Reference is made to Note 6 to the Consolidated Financial Statements contained in the 1996 Annual Report to Shareholders, incorporated herein by reference. The properties indicated as owned which are held subject to mortgage are the Jowein building, the Fishkill property, the Ohio property and a small part of the Company's former Brooklyn store. (Footnotes continued) 3 (2) A major portion of these premises is owned. (3) The entire premises is owned. (4) Approximately 50% of these premises is owned and the remainder is leased. (5) Approximately 99,000 square feet of the street floor and basement are leased to one tenant for retail and approximately 9,000 square feet, in the aggregate, are leased to four separate tenants for retail and offices. Approximately 232,000 square feet of the building are available for lease. (6) Approximately 75,100 square feet are leased to one tenant, 47,100 square feet to another tenant and 2,700 square feet to a third tenant, all for retail. Approximately 137,000 square feet of the building are available for lease. (7) Approximately 25,000 square feet are leased to one tenant for offices and 186,000 square feet of the building are available for lease. (8) All of the building, except for 149,000 square feet, has been leased for retail and offices. The 149,000 square feet are available for lease. (9) Leased to one tenant for retail. (10) Leased by the Company and sub-leased to two tenants for a bank and a gasoline service station. (11) Leased to one tenant for use as a distribution facility. The City of New York through its Economic Development Administration ("New York City") constructed a municipal garage at Livingston Street opposite the Company's Brooklyn properties. The Company has a long-term lease with New York City expiring in 2013 with renewal options, the last of which expires in 2073, under which: (1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel for the exclusive use of the Company, to the structure referred to in (2) below; the bays, passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from New York City mentioned in the preceding paragraph and are in full use. (2) The Company constructed a six-story building and basement on a 20 x 75-foot plot (acquired and made available by New York City and leased to the Company for a term expiring in 2013 with renewal options, the last of which expires in 2073) adjacent to and connected with the Company's Brooklyn properties, which provides the other end of the tunnel with the truck bays in the municipal garage. See Note 11 to the Consolidated Financial Statements of the 1996 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning those tenants the rental income from which equals 10% or more of the Company's rental income. ITEM 3. LEGAL PROCEEDINGS. There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Consolidated Financial Statements. 4 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company. EXECUTIVE OFFICERS OF THE REGISTRANT The following information is furnished with respect to each Executive Officer of the Registrant (each of whom is elected annually) whose present term of office will expire upon the election and qualification of his successor: First Became Business Experience During Such Officer Name Age the Past Five Years or Director ---- --- -------------------------- ------------ Max L. Shulman ................... 87 Chairman of the Board June, 1963 Co-Chairman of the Board June, 1995 Director January, 1946 Lloyd J. Shulman ................. 54 President November, 1978 Co-Chairman of the Board and President June, 1995 Director November, 1977 Alex Slobodin .................... 81 Executive Vice President November, 1965 Treasurer September, 1955 Director November, 1963 Ward N. Lyke, Jr. ................ 45 Vice President February, 1984 George Silva ..................... 46 Vice President March, 1995 Salvatore Cappuzzo ............... 37 Secretary November, 1981 No family relationship exists among the foregoing persons except that Lloyd J. Shulman is the son of Max L. Shulman. All of the above mentioned officers have been appointed as such by the directors and, except for Mr. Silva, have been employed as Executive Officers of the Company during the past five years. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS. The information appearing under the heading "Common Stock Prices and Dividends" on page 20 of the Registrant's 1996 Annual Report to Shareholders is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA. The information appearing under the heading "Summary of Selected Financial Data" on page 2 of the Registrant's 1996 Annual Report to Shareholders is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information appearing under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 18 and 19 of the Registrant's 1996 Annual Report to Shareholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Registrant's Consolidated Financial Statements, together with the reports of D'Arcangelo & Co., LLP and of Lipsky, Goodkin & Co., P.C., Independent Public Accountants, dated October 11, 1996 and October 12, 1995, respectively, appearing on pages 4 through 16 of the Registrant's 1996 Annual Report to Shareholders is incorporated 5 herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 5, 6, 7 and 8 hereof, the 1996 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. The information required by that part of this item relating to Changes in Registrant's Certifying Accountants appears in the Registrant's Form 8-K dated January 11, 1996, amended February 6, 1996 by Form 8-K/A, and such information is incorporated herein by reference. Response to that part of this item relating to Disagreements with Accountants and Financial Disclosures--None, as it applies to both the former and present accountants. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders and such information is incorporated herein by reference. The information with respect to Executive Officers of the Registrant is set forth in Part I hereof. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item appears under the heading "Executive Compensation and Related Matters" in the Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders and such information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information required by this item appears under the headings "Security Ownership of Certain Beneficial Owners and Management" and "Information Concerning Nominees for Election as Directors" in the Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders and such information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required by this item appears under the heading "Executive Compensation and Related Matters" in the Definitive Proxy Statement for the 1996 Annual Meeting of Shareholders and such information is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) The following documents are filed as part of this report: 1. (i) The Consolidated Financial Statements and report of D'Arcangelo & Co., LLP, Independent Public Accountants, dated October 11, 1996, set forth on pages 4 through 16 of the Registrant's 1996 Annual Report to Shareholders. (ii) The report of Lipsky, Goodkin & Co., P.C. Independent Public Accountants, dated October 12, 1995, (except with respect to the matter discussed in Note 16(b), as to which the date is October 20, 1995), set forth on page 16 of the Registrant's 1995 Annual Report to Shareholders. 2. See accompanying Index to Registrant's Financial Statements and Schedules. 3. Exhibits: (2) Plan of acquisition, reorganization, arrangement, liquidation or succession--not applicable. (3) Articles of incorporation and by-laws: 6 (i) Certificate of Incorporation, as amended, incorporated by reference to Registrant's Form 8-K dated December 3, 1973. (ii) By-laws, as amended June 1, 1995, incorporated by reference to Registrant's Form 10-K dated October 23, 1995. (4) Instruments defining the rights of security holders, including indentures--see Exhibit (3) above. (9) Voting trust agreement--not applicable. (10) Material contracts: (i) Agreement of Lease dated March 29, 1990 pursuant to which the basement and a portion of the street floor, approximately 32% of the total area of the Registrant's former Jamaica store, has been leased to a tenant for retail space, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (ii) Agreement of Lease dated July 5, 1990, as amended February 25, 1992, pursuant to which a portion of the street floor and basement, approximately 35% of the total area of the Registrant's former Brooklyn store, has been leased to a tenant for the retail sale of general merchandise and for a restaurant, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (iii) The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrant's Form 10-K dated October 23, 1992 and, as amended, effective August 1, 1993, incorporated by reference to Registrant's Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993. (11) Statement re computation of per share earnings--not applicable. (12) Statement re computation of ratios--not applicable. (13) Annual report to security holders. (16) Letter re change in certifying accountant--the information required by this item appears in the Registrant's Form 8-K dated January 11, 1996, amended February 6, 1996 by Form 8-K/A, and such information is incorporated herein by reference. (18) Letter re change in accounting principles--not applicable. (21) Subsidiaries of the registrant. (22) Published report regarding matters submitted to vote of security holders--not applicable. (24) Power of attorney--none. (28) Information from reports furnished to state insurance regulatory authorities--not applicable. (99) Additional exhibits--none. (b) Reports on Form 8-K -- No reports on Form 8-K were required to be filed by the Registrant during the three months ended July 31, 1996. 7 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. J. W. MAYS, INC. -------------------------------- (REGISTRANT) October 21, 1996 By: LLOYD J. SHULMAN -------------------------------- Lloyd J. Shulman Co-Chairman of the Board Principal Executive Officer President Principal Operating Officer October 21, 1996 By: ALEX SLOBODIN -------------------------------- Alex Slobodin Executive Vice President and Treasurer Principal Financial Officer October 21, 1996 By: MARK GREENBLATT -------------------------------- Mark Greenblatt Controller PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE DATE INDICATED. Signature Title Date --------- ----- ---- MAX L. SHULMAN Co-Chairman of the Board October 21, 1996 - ----------------------------- and Director Max L. Shulman LLOYD J. SHULMAN Co-Chairman of the Board, October 21, 1996 - ----------------------------- Chief Executive Officer, Lloyd J. Shulman President, Chief Operating Officer and Director ALEX SLOBODIN Executive Vice President, October 21, 1996 - ----------------------------- Treasurer and Director Alex Slobodin FRANK J. ANGELL Director October 21, 1996 - ----------------------------- Frank J. Angell JACK SCHWARTZ Director October 21, 1996 - ----------------------------- Jack Schwartz SYLVIA W. SHULMAN Director October 21, 1996 - ----------------------------- Sylvia W. Shulman LEWIS D. SIEGEL Director October 21, 1996 - ----------------------------- Lewis D. Siegel 8 INDEX TO REGISTRANT'S FINANCIAL STATEMENTS AND SCHEDULES Reference is made to the following sections of the Registrant's Annual Report to Shareholders for the fiscal year ended July 31, 1996, which are incorporated herein by reference: Reports of Independent Accountants (page 16) Consolidated Balance Sheets (pages 4 and 5) Consolidated Statements of Operations and Retained Earnings (page 6) Consolidated Statements of Cash Flows (page 7) Notes to Consolidated Financial Statements (pages 8-15) Page ---- Financial Statement Schedules: Reports of Independent Accountants ................... 9 II Valuation and Qualifying Accounts .................... 10 III Real Estate and Accumulated Depreciation ............... 11 All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted. The separate financial statements and schedules of J. W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned. ---------------------- REPORTS OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors and Shareholders J. W. Mays, Inc. and Subsidiaries We have audited the consolidated financial statements of J.W. Mays, Inc. and subsidiaries as of July 31, 1996 and for the year then ended, and have issued our report thereon dated October 11, 1996; such consolidated financial statements and report are incorporated by reference in this Form 10-K Annual Report. Our audit also included the consolidated financial statement schedules of J.W. Mays, Inc. and subsidiaries listed in Item 14(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audit. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. D'ARCANGELO & CO., LLP Purchase, N.Y October 11, 1996 ---------------------- To the Board of Directors and Shareholders of J. W. Mays, Inc.: Our audits of the Consolidated Financial Statements referred to in our report dated October 12, 1995, appearing on page 16 of the 1995 Annual Report to Shareholders of J.W. Mays, Inc., (which report and Consolidated Financial Statements are incorporated by reference in this Form 10-K Annual Report) also included an audit of the Summarized Financial Information contained in Item 8 and Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. Our report on the Consolidated Financial Statements includes explanatory paragraphs with respect to the change in the method of accounting for marketable securities--other investments in 1995 and a change in the method of accounting for income taxes in 1994 as discussed in Note 1 to the Consolidated Financial Statements. In our opinion, this Summarized Financial Information and these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related Consolidated Financial Statements. LIPSKY, GOODKIN & Co., P.C. New York, N.Y October 12, 1995 (except with respect to the matter discussed in Note 16(b) to the 1995 Consolidated Financial Statements, as to which the date is October 20, 1995). See paragraph 6 of Note 11 to the 1996 Consolidated Financial Statements for events subsequent to October 20, 1995. 9 SCHEDULE II J.W. MAYS, INC. VALUATION AND QUALIFYING ACCOUNTS Year ended July 31, -------------------------------- 1996 1995 1994 -------- -------- -------- Allowance for net unrealized gains (losses) on marketable securities-- other investments: Balance, beginning of period ............ $ 42,010 $(31,769) $ -- Additions charged to expense ............ -- -- (31,769) Reductions .............................. 16,749 73,779 -- -------- -------- -------- Balance, end of period .................. $ 25,261 $ 42,010 $(31,769) ======== ======== ======== Deferred income tax asset valuation allowance: Balance, beginning of period ............ $117,098 $169,698 $ -- Additions charged to expense ............ -- -- 169,698 Reductions .............................. 75,501 52,600 -- -------- -------- -------- Balance, end of period .................. $ 41,597 $117,098 $169,698 ======== ======== ======== 10 SCHEDULE III J. W. MAYS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1996 Col. A Col. B Col. C Col. D - -------------------------------------------------------------------------------------------------------------- Cost Capitalized Initial Cost to Company Subsequent to Acquisition --------------------------------------------------------- Encum- Building & Carrying Description brances Land Improvements Improvements Cost - -------------------------------------------------------------------------------------------------------------- Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street ... $ 208,989 $1,703,157 $ 3,862,454 $ 6,237,539 $ -- Jamaica, New York Jamaica Avenue at 169th Street ................... -- -- 3,215,699 4,321,362 -- Fishkill, New York Route 9 at Interstate Highway 84 ..................... 2,670,079 467,341 7,212,116 1,726,320 -- Brooklyn, New York Jowein Building Fulton Street and Elm Place .... 2,415,385 1,622,232 770,561 9,111,808 -- Levittown, New York Hempstead Turnpike ............. -- 95,256 200,560 72,990 -- Circleville, Ohio Tarlton Road ................... 2,153,714 120,849 4,388,456 -- -- ---------- ---------- ----------- ----------- -------- Total (A) ...................... $7,448,167 $4,008,835 $19,649,846 $21,470,019 $ -- ========== ========== =========== =========== ======== ==================================================================================================================================== Col. A Col. E Col. F Col. G Col. H Col. I - ------------------------------------------------------------------------------------------------------------------------------------ Gross Amount at Which Carried Life on Which at Close of Period Depreciation in ------------------------------------------ Latest Income Buildings & Accumulated Date of Date Statement Is Land Improvements Total Depreciation Construction Acquired Computed - ------------------------------------------------------------------------------------------------------------------------------------ Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street .. $1,703,157 $10,099,993 $11,803,150 $ 4,399,495 Various Various (1) (2) Jamaica, New York Jamaica Avenue at 169th Street .................. -- 7,537,061 7,537,061 4,922,320 1959 1959 (1) (2) Fishkill, New York Route 9 at Interstate Highway 84 .................... 467,341 8,938,436 9,405,777 4,203,402 10/74 11/72 (1) Brooklyn, New York Jowein Building Fulton Street and Elm Place ... 1,622,232 9,882,369 11,504,601 5,084,510 1915 1950 (1) (2) Levittown, New York Hempstead Turnpike ............ 95,256 273,550 368,806 239,881 4/69 6/62 (1) Circleville, Ohio Tarlton Road .................. 120,849 4,388,456 4,509,305 383,990 9/92 12/92 (1) ---------- ----------- ----------- ----------- Total (A) ..................... $4,008,835 $41,119,865 $45,128,700 $19,233,598 ========== =========== =========== =========== - ------------- (1) Building and improvements 18-40 years (2) Improvements to leased property 3-40 years (A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $664,930 and Accumulated Depreciation thereon of $479,526 at July 31, 1996. Years Ended July 31, ----------------------------------------- 1996 1995 1994 ----------- ----------- ----------- Investment in Real Estate Balance at Beginning of Year .................... $43,475,739 $42,529,020 $40,821,164 Improvements .................................... 1,652,961 946,719 1,707,856 ----------- ----------- ----------- Balance at End of Year .......................... $45,128,700 $43,475,739 $42,529,020 =========== =========== =========== Accumulated Depreciation Balance at Beginning of Year .................... $18,398,773 $17,617,239 $16,857,024 Additions Charged to Costs and Expenses ......... 834,825 781,534 760,215 ----------- ----------- ----------- Balance at End of Year .......................... $19,233,598 $18,398,773 $17,617,239 =========== =========== =========== 11 EXHIBIT INDEX TO FORM 10-K (2) Plan of acquisition, reorganization, arrangement, liquidation or succession--not applicable (3) (i) Articles of incorporation--incorporated by reference (ii) By-laws--incorporated by reference (4) Instruments defining the rights of security holders, including indentures--see Exhibit (3) above (9) Voting trust agreement--not applicable (10) Material contracts--(i) through (iii) incorporated by reference (11) Statement re computation of per share earnings--not applicable (12) Statement re computation of ratios--not applicable (13) Annual report to security holders (16) Letter re change in certifying accountant (18) Letter re change in accounting principles--not applicable (21) Subsidiaries of the registrant (22) Published report regarding matters submitted to vote of security holders--not applicable (24) Power of attorney--none (28) Information from reports furnished to state insurance regulatory authorities--not applicable (99) Additional exhibits--none EXHIBIT 13 (Copy of Annual Report to Shareholders attached hereto) Fiscal Year Ended July 31, 1996 (NEXT PAGE) EXHIBIT 21 Subsidiaries of the Registrant The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report: DUTCHESS MALL SEWAGE PLANT, INC. (a New York corporation) J. W. M. Realty Corp. (an Ohio corporation) 12