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.
ITEM 2. PROPERTIES.
The table below sets forth certain information as to each of the properties currently operated by the Company:
APPROXIMATE LOCATION SQUARE FEET -------- ----------- 1. Brooklyn, New York Fulton Street at Bond Street .................. 380,000
2. Brooklyn, New York
Jowein Building Fulton Street and Elm Place ................... 430,000
3. Jamaica, New York Jamaica Avenue at 169th Street ................ 297,000
4. Fishkill, New York Route 9 at Interstate Highway 84 .............. 211,000 (located on 14.9 acres)
5. Levittown, New York Hempstead Turnpike ............................ 85,800
6. Massapequa, New York Sunrise Highway ............................... 133,400
7. Circleville, Ohio Tarlton Road .................................. 193,350 (located on 11.6 acres)
8. Brooklyn, New York Truck Bays, passage facilities and tunnel-- Schermehorn Street .......................... 17,000 Building--Livingston Street ................... 10,500
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 1998 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Jowein building, Jamaica building, Fishkill property, Ohio property and a small part of the Company's former Brooklyn store.
1. Brooklyn, New York--Fulton Street at Bond Street
15% of the premises is leased by the Company under eight separate leases. Expiration dates are as follows: 1/31/2001 (2 leases); 4/30/2011 (4 leases); 6/30/2011 (1 lease); and 12/8/2013 (1 lease). One lease which expires 1/31/2001 has a 10 year option and the lease which expires 12/8/2013 has two thirty year options through 12/8/2073. There are no present plans for additional improvements of this property.
The property is currently leased to seven tenants of which five are retail tenants and two occupy office space. One tenant occupies in excess of 10% of the rentable square footage (26.11%). This tenant subleases to a flea market, department store, shoe store and various other retail shops. The lease expires April 30, 2011 with no renewal options.
OCCUPANCY LEASE EXPIRATION --------------------- ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ------ --------- ------ ------- 7/31/94 28.77% 7/31/1999 1 3,080 7/31/95 28.77% 7/31/2000 1 2,140 7/31/96 28.77% 7/31/2001 2 3,718 7/31/97 28.77% 7/31/2003 1 63 7/31/98 28.77% 7/31/2004 1 1,140 7/31/2011 1 99,190 - ------- 7 109,331 - -------
The federal tax basis is $8,412,611 with accumulated depreciation of $4,608,313 for a net carrying value of $3,804,298 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $670,959 and the rate used is averaged at $10.164 per $100 of assessed valuation.
2. Brooklyn, New York--Jowein Building, Fulton St. & Elm Place
Approximately 50% of the premises is owned and 50% is leased. The lease is with one landlord and expires April 30, 2010. There are no renewal options. There are no present plans for additional improvement of this property. Approximately 280,000 square feet of the property is currently leased to twelve tenants of which eight are retail stores, one is a restaurant and three leases are for office space. One tenant is a New York City agency which occupies in excess of 10% of the rentable square footage (31.19%). The lease expires April 29, 2010 with no renewal options. Approximately 110,000 square feet of the building is available for lease.
OCCUPANCY LEASE EXPIRATION ---------------------- -------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ------ --------- ------ ------- 7/31/94 67.99% 7/31/2001 2 34,110 7/31/95 50.34% 7/31/2004 1 23,603 7/31/96 63.67% 7/31/2007 1 5,500 7/31/97 65.19% 7/31/2008 1 500 7/31/98 65.19% 7/31/2010 7 216,613 -- ------- 12 280,326 -- -------
The federal tax basis is $10,006,821 with accumulated depreciation of $5,300,586 for a net carrying value of $4,706,235 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $860,890 and the rate used is averaged at $10.164 per $100 of assessed valuation.
3. Jamaica, New York--Jamaica Avenue at 169th Street
The building is owned and the fee is leased from an affiliated company. The lease expires July 31, 2027. Approximately 54,000 square feet was renovated for office space for four tenants. Occupancy commenced May 1, 1997 for two tenants, November 1997 for one tenant and January 1998 for the fourth tenant. There are no present plans for additional improvement of the balance of the property. The property is currently leased to nine tenants; five are retail tenants and four leases are for office space. Two tenants occupy in excess of 10% of the rentable square footage. One of the tenants is a department store that occupies 27.50% of the rentable space with a lease that expires August 31, 2005 and has one five year renewal option. The other tenant is a major retail toy store which occupies 15.95% of the rentable space. The lease expires January 31, 2006 with six renewal options of five years each and 2,700 square feet to another tenant for retail space. Approximately 83,000 square feet of the building are available for lease.
OCCUPANCY LEASE EXPIRATION --------------------- ----------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ------ --------- ------ ------- 7/31/94 45.55% 7/31/2002 1 2,680 7/31/95 45.55% 7/31/2006 2 128,342 7/31/96 44.72% 7/31/2007 4 46,107 7/31/97 59.59% 7/31/2008 2 8,021 - ------- 7/31/98 62.34% 9 185,150 - -------
The federal tax basis is $11,290,746 with accumulated depreciation of $5,349,700 for a net carrying value of $5,941,046 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $265,621 and the rate used is averaged at $10.164 per $100 of assessed valuation.
4. Fishkill, New York--Route 9 at Interstate Highway 84
The Company owns the entire premises. There are no present plans for the additional improvement of this property. Approximately 26,000 square feet are leased to one tenant for office space and 186,000 square feet of the building are available for lease.
OCCUPANCY LEASE EXPIRATION --------------------- ------------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ------ --------- --------- -------- 7/31/94 94.45% 7/31/2001 1 25,915 7/31/95 42.75% 7/31/96 55.03% 7/31/97 12.28% 7/31/98 12.28%
The federal tax basis is $8,905,467 with accumulated depreciation of $5,126,305 for a net carrying value of $3,779,162 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $134,783 and the rate used is averaged at $2.89 per $100 of assessed valuation.
5. Levittown, New York--Hempstead Turnpike
The Company owns the entire premises. There are no present plans for additional improvement of this property. The property is currently leased to one tenant that operates the premises as a game room and fast food restaurant. The lease expires September 30, 2004 with one five year renewal option.
OCCUPANCY LEASE EXPIRATION -------------------- ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ---- ------- ------ ------- 7/31/94 100% 7/31/2005 Building 15,243 7/31/95 100% Land 70,557 ------ 7/31/96 100% 1 85,800 ------ 7/31/97 100% 7/31/98 100%
The federal tax basis is $273,550 with accumulated depreciation of $261,206 for a net carrying value of $12,344 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $99,488 and the rate used is averaged at $95.10 per $100 of assessed valuation.
6. Massapequa, New York--Sunrise Highway
The Company leases the entire premises under one lease. The lease expires May 14, 2009. There are no renewal options. There are no present plans for additional improvement of this property. The property is currently sub-leased to two tenants; one, a gasoline service station and the other, a bank. Each of these tenants occupy in excess of 10% of the rentable square footage. The gasoline service station lease expires April 29, 2009 with no renewal options. The sub-lease to the bank expires May 14, 2009 with no renewal options.
OCCUPANCY LEASE EXPIRATION ---------------------- ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ---- --------- --------- ------ 7/31/94 100% 7/31/2009 2 133,400 7/31/95 100% 7/31/96 100% 7/31/97 100% 7/31/98 100%
The real estate taxes for this property are $249,605 and the rate used is averaged at $78.68 per $100 of assessed valuation.
The Company does not own this property. Improvements to the property are made by the tenants.
7. Circleville, Ohio--Tarlton Road
The Company owns the entire premises. There are no present plans for additional improvement of this property. The entire property is currently leased to one tenant. The tenant is a manufacturer and uses these premises as a warehouse and distribution facility. The lease expires September 30, 2002. There are three five year renewal options.
OCCUPANCY LEASE EXPIRATION ------------------- ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------- ---- --------- --------- ------- 7/31/94 100% 7/31/2003 1 193,350 7/31/95 100% 7/31/96 100% 7/31/97 100% 7/31/98 100%
The federal tax basis is $4,388,456 with accumulated depreciation of $783,653 for a net carrying value of $3,604,803 as of July 31, 1998. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance.
The real estate taxes for this property are $42,438 and the rate used is averaged at $37.14 per $1,000 of assessed valuation.
8. 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.
In the opinion of management, all of the Company's properties are adequately covered by insurance.
See Note 11 to the Consolidated Financial Statements of the 1998 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.
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.
ITEM 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 ---- --- -------------------------- ------------ Lloyd J. Shulman .... 56 President November, 1978 Co-Chairman of the Board and President June, 1995 Chairman of the Board and President November, 1996 Director November, 1977
Alex Slobodin ....... 83 Executive Vice President November, 1965 Treasurer September, 1955 Director November, 1963
Ward N. Lyke, Jr. ... 47 Vice President February, 1984
George Silva ........ 48 Vice President March, 1995
Salvatore Cappuzzo .. 39 Secretary November, 1981
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.
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 1998 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information appearing under the heading "Summary of Selected Financial Data" on page 2 of the Registrant's 1998 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.
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 17 through 19 of the Registrant's 1998 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant's Consolidated Financial Statements, together with the report of D'Arcangelo & Co., LLP, Independent Accountants, dated October 7, 1998, appearing on pages 4 through 15 of the Registrant's 1998 Annual Report to Shareholders is incorporated 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 1998 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9.
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.
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 1998 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.
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 1998 Annual Meeting of Shareholders and such information is incorporated herein by reference.
ITEM 12.
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 1998 Annual Meeting of Shareholders and such information is incorporated herein by reference.
ITEM 13.
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 1998 Annual Meeting of Shareholders and such information is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. The Consolidated Financial Statements and report of D'Arcangelo & Co., LLP, Independent Accountants, dated October 7, 1998, set forth on pages 4 through 15 of the Registrant's 1998 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:
(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, 1998.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 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 19, 1998 By: /s/ LLOYD J. SHULMAN --------------------------------------- Lloyd J. Shulman Chairman of the Board Principal Executive Officer President Principal Operating Officer
October 19, 1998 By: /s/ ALEX SLOBODIN --------------------------------------- Alex Slobodin Executive Vice President and Treasurer Principal Financial Officer
October 19, 1998 By: /s/ 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 --------- ----- ---- /s/ LLOYD J. SHULMAN Chairman of the Board, October 19, 1998 - ------------------------------ Chief Executive Officer, Lloyd J. Shulman President, Chief Operating Officer and Director
/s/ ALEX SLOBODIN Executive Vice President, October 19, 1998 - ------------------------------ Treasurer and Director Alex Slobodin
/s/ FRANK J. ANGELL Director October 19, 1998 - ------------------------------ Frank J. Angell
/s/ LANCE D. MYERS Director October 19, 1998 - ------------------------------ Lance D. Myers
/s/ JACK SCHWARTZ Director October 19, 1998 - ------------------------------ Jack Schwartz
Director October 19, 1998 - ------------------------------ Max L. Shulman
/s/ SYLVIA W. SHULMAN Director October 19, 1998 - ------------------------------ Sylvia W. Shulman
/s/ LEWIS D. SIEGEL Director October 19, 1998 - ------------------------------ Lewis D. Siegel
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, 1998, which are incorporated herein by reference:
Report of Independent Accountants (page 15)
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:
Report of Independent Accountants ........... 12 II Valuation and Qualifying Accounts ........... 13 III Real Estate and Accumulated Depreciation 14
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.
----------
REPORT 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, 1998 and 1997, and for the three years ended July 31, 1998 and have issued our report thereon dated October 7, 1998; such consolidated financial statements and report are incorporated by reference in this Form 10-K Annual Report. Our audits 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 audits. 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 7, 1998
SCHEDULE II
J. W. MAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED JULY 31, ----------------------------------- 1998 1997 1996 -------- -------- -------- Allowance for net unrealized gains (losses) on marketable securities:
Balance, beginning of period .......... $152,151 $ 25,261 $ 42,010 Additions (Reductions) ................ 271,728 126,890 (16,749) -------- -------- -------- Balance, end of period ................ $423,879 $152,151 $ 25,261 ======== ======== ========
Deferred income tax asset valuation allowance:
Balance, beginning of period .......... $ 26,952 $ 41,597 $117,098 (Reductions) .......................... (1,961) (14,645) (75,501) -------- -------- -------- Balance, end of period ................ $ 24,991 $ 26,952 $ 41,597 ======== ======== ========
- -------------------
(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 $748,715 and Accumulated Depreciation thereon of $531,303 at July 31, 1998.
YEAR ENDED JULY 31, ---------------------------------------- 1998 1997 1996 ----------- ----------- ----------- INVESTMENT IN REAL ESTATE
Balance at Beginning of Year ..... $48,096,243 $45,128,700 $43,475,739 Improvements ..................... 1,024,563 2,967,543 1,652,961 ----------- ----------- ----------- Balance at End of Year ........... $49,120,806 $48,096,243 $45,128,700 =========== =========== =========== ACCUMULATED DEPRECIATION
Balance at Beginning of Year ..... $20,143,617 $19,233,598 $18,398,773 Additions Charged to Costs and Expenses ....................... 953,545 910,019 834,825 ----------- ----------- ----------- Balance at End of Year ........... $21,097,162 $20,143,617 $19,233,598 =========== =========== ===========
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, 1998
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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)