-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfQBz4ShGEmO9iwRaGbtHOEUD03iO7Z4Of9zAYLGREpIev3sCujGZQl4LDZzfr+G kL0f5M/BSD2JesA+HP6Mcg== 0000893750-02-000686.txt : 20021112 0000893750-02-000686.hdr.sgml : 20021111 20021112111919 ACCESSION NUMBER: 0000893750-02-000686 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAYS J W INC CENTRAL INDEX KEY: 0000054187 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 111059070 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11678 FILM NUMBER: 02815938 BUSINESS ADDRESS: STREET 1: 9 BOND ST CITY: BROOKLYN STATE: NY ZIP: 11201-5805 BUSINESS PHONE: 7186247400 MAIL ADDRESS: STREET 1: 9 BOND STREET CITY: BROOKLYN STATE: NY ZIP: 11201-5805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN JANE H CENTRAL INDEX KEY: 0001002549 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ESTATE OF SOL GOLDMAN STREET 2: 640 FIFTH AVE THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122652280 MAIL ADDRESS: STREET 1: ESTATE OF SOL GOLDMAN STREET 2: 640 FIFTH ST THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 schedule13d.txt SC 13D/A (AMENDMENT #8) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8)* J. W. MAYS, INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $1.00 Per Share - ------------------------------------------------------------------------------ (Title of Class of Securities) 057847310 - ------------------------------------------------------------------------------ (CUSIP Number) Mildred Kalik Simpson Thacher & Bartlett 425 Lexington Avenue, New York, New York 10017 (212) 455-2000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 2002 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 057847310 Page 2 of 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JANE H. GOLDMAN, individually, as Co-Executrix of the Estate of Sol Goldman, Deceased and as Co-Trustee of the Lillian Goldman Trust for Diane Goldman Kemper. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 45,700 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 316,900 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 45,700 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 316,900 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 362,600 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ SCHEDULE 13D CUSIP No. 057847310 Page 3 of 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALLAN H. GOLDMAN, individually and as Co-Executor of the Estate of Sol Goldman, Deceased. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 45,700 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 271,200 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 45,700 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 271,200 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 316,900 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ SCHEDULE 13D CUSIP No. 057847310 Page 4 of 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) LOUISA LITTLE, Co-Executrix of the Estate of Sol Goldman, Deceased. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF --- SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 271,200 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING --- PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 271,200 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,200 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ Page 5 of 7 This Statement on Schedule 13D, as amended, to which this amendment relates (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, by each of the individuals identified on the cover pages to this Schedule 13D (such persons, collectively, the "Reporting Persons"), relating to the Common Stock, par value $1.00 per share (the "Common Stock"), of J. W. Mays, Inc., a New York corporation ("J. W. Mays"), is hereby amended as set forth below. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as follows: Current Ownership ----------------- As of the date hereof and after giving effect to the transactions described below under "Recent Transactions," (i) each of the persons identified in Item 2 as a Co-Executor of the Estate of Sol Goldman, deceased, beneficially owns 271,200 shares of Common Stock or approximately 13.3% of the issued and outstanding shares of Common Stock, (ii) Jane H. Goldman, as Co-Trustee of the Lillian Goldman Trust for Diane Goldman Kemper, beneficially owns 45,700 shares of Common Stock or approximately 2.3% of the issued and outstanding shares of Common Stock, (iii) Jane H. Goldman individually directly owns 45,700 shares of Common Stock or approximately 2.3% of the issued and outstanding shares of Common Stock, and (iv) Allan H. Goldman individually directly owns 45,700 shares of Common Stock or approximately 2.3% of the issued and outstanding shares of Common Stock. Jane H. Goldman and Allan H. Goldman are siblings. The power to vote, or direct the voting of, and the power to dispose of, or direct the disposition of, the shares of Common Stock owned by the Estate of Sol Goldman, deceased, is shared by the Co-Executors of such estate. The power to vote, or direct the voting of, and the power to dispose of, or direct the disposition of, the shares of Common Stock owned by the Lillian Goldman Trust for Diane Goldman Kemper is shared by the Co-Trustees of such trust. The power to vote and the power to dispose of the shares of Common Stock directly owned by Jane H. Goldman is held solely by Jane H. Goldman. The power to vote and the power to dispose of the shares of Common Stock directly owned by Allan H. Goldman is held solely by Allan H. Goldman. Each person identified in the Schedule 13D expressly disclaims any beneficial interest in the Common Stock, except for those shares of Common Stock which are stated to be owned directly by such person, and except to the extent of such person's beneficial interest in the Estate of Sol Goldman, deceased. The persons filing this statement expressly disclaim that any group exists with respect to the Common Stock referred to in the Schedule 13D. The number of shares of Common Stock over which each of the Reporting Persons exercises voting or dispositive power, either sole or shared, is set forth on the cover pages hereto. Such cover pages reflect the beneficial ownership of an aggregate of 408,300 Page 6 of 7 shares of Common Stock, which represent an aggregate of approximately 20.1% of the Common Stock. Percentages set forth on such cover pages and in this Item 5 were calculated based on 2,033,280 outstanding shares of Common Stock. J. W. Mays reported that it had 2,033,280 shares of Common Stock outstanding at April 30, 2002 in its Quarterly Report for the quarterly period ended April 30, 2002 on Form 10-Q dated June 6, 2002. Recent Transactions ------------------- On August 20, 2002, Lillian Goldman passed away. Prior to her death, on July 25, 2002, the Trustees of the Lillian Goldman Marital Trust, the trustees of which are Jane H. Goldman, Allan H. Goldman and Louisa Little, distributed 91,400 shares of Common Stock to Lillian Goldman, individually. After giving effect to such distribution, the Lillian Goldman Marital Trust no longer holds any shares of Common Stock. On the same day, Lillian Goldman transferred by gift all of her directly owned shares of Common Stock in equal parts to her four children. Such transfers included a transfer by gift of 45,700 shares of Common Stock to Jane H. Goldman, individually, a transfer by gift of 45,700 shares of Common Stock to Allan H. Goldman, individually and a transfer by gift of 45,700 shares of Common Stock to the Lillian Goldman Trust for Diane Goldman Kemper, the Co-Trustee of which is Jane H. Goldman. After giving effect to such transfers, Lillian Goldman no longer individually held any shares of Common Stock. Item 7. Material to be Filed as Exhibits. Exhibits: 1. Joint Filing Agreement among each of the Reporting Persons. Page 7 of 7 Signatures ---------- After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 12, 2002 JANE H. GOLDMAN, individually, as Co- Executrix of the Estate of Sol Goldman, Deceased and as Co-Trustee of the Lillian Goldman Trust for Diane Goldman Kemper /s/ Jane H. Goldman ------------------------------ ALLAN H. GOLDMAN, individually and as Co-Executor of the Estate of Sol Goldman, Deceased /s/ Allan H. Goldman ------------------------------ LOUISA LITTLE, as Co-Executrix of the Estate of Sol Goldman, Deceased /s/ Louisa Little ------------------------------ EXHIBIT 1 --------- JOINT FILING AGREEMENT ---------------------- By this Agreement, the undersigned agree that this Statement on Schedule 13D being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the Common Stock of J. W. Mays, Inc. is being filed on behalf of each of us. DATED: November 12, 2002 JANE H. GOLDMAN, individually, as Co- Executrix of the Estate of Sol Goldman, Deceased and as Co-Trustee of the Lillian Goldman Trust for Diane Goldman Kemper /s/ Jane H. Goldman ------------------------------- ALLAN H. GOLDMAN, individually and as Co-Executor of the Estate of Sol Goldman, Deceased /s/ Allan H. Goldman ---------------------------- LOUISA LITTLE, as Co-Executrix of the Estate of Sol Goldman, Deceased /s/ Louisa Little --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----