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ABRAMS INDUSTRIES, INC.
Atlanta, Georgia
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On August 23, 1995
The annual meeting of shareholders of ABRAMS INDUSTRIES, INC. (the
"Company") will be held on Wednesday, August 23, 1995, at 4:00 P.M., Atlanta
time, in the Board Room of the Company, 5775-A Glenridge Drive, NE, Suite
202, Atlanta, Georgia, for the purpose of considering and voting upon the
following:
(1) The election of ten Directors to constitute the Board of
Directors until the next annual meeting and until their successors are
elected and qualified.
(2) Such other matters as may properly come before the
meeting or any and all adjournments thereof.
The Board of Directors has fixed the close of business on July 17,
1995, as the record date for the determination of the shareholders who will
be entitled to notice of, and to vote at, this meeting or any and all
adjournments thereof.
BY ORDER OF THE BOARD OF
DIRECTORS
Joseph H. Rubin
EXECUTIVE VICE PRESIDENT AND
SECRETARY
ATLANTA, GEORGIA
JULY 21, 1995
IMPORTANT - YOUR PROXY IS ENCLOSED.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES IN THE ACCOMPANYING ENVELOPE.
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ABRAMS INDUSTRIES, INC.
EXECUTIVE OFFICES
5775-A Glenridge Drive, NE
Suite 202
Atlanta, Georgia 30328
PROXY STATEMENT
The following information is furnished in connection with the
solicitation of proxies by the Board of Directors of the Company for the
annual meeting of shareholders to be held on Wednesday, August 23, 1995, at
4:00 P.M., Atlanta time, in the Board Room of the Company, at the above
address. A copy of the Company's annual report for the fiscal year ended
April 30, 1995, and a proxy for use at the meeting are enclosed with this
proxy statement. This proxy statement and the enclosed proxy were first
mailed to shareholders on or about July 21, 1995.
GENERAL INFORMATION
Any proxy given pursuant to this solicitation may be revoked,
without compliance with any other for- malities, by any shareholder who
attends the meeting and gives oral notice of his or her election to vote in
person. In addition, any proxy given pursuant to this solicitation may be
revoked prior to the meeting by delivering to the Secretary of the Company a
notice of revocation or a duly executed proxy for the same shares bearing a
later date. All proxies of shareholders solicited by the Company which are
properly executed and received by the Secretary of the Company prior to the
meeting, and which are not revoked, will be voted at the meeting. The shares
represented by such proxies will be voted in accordance with the instructions
thereon, and unless specifically instructed to vote otherwise, the
individuals named in the enclosed proxy will vote to elect all the nominees
as set forth in this proxy statement. Abstentions and broker non-votes will
be included in determining whether a quorum is present at the Annual Meeting,
but will otherwise have no effect on the election of the nominees for
Director. A system administered by the Company's transfer agent will tabulate
the votes cast.
The cost of soliciting proxies is paid by the Company. Copies of
solicitation material may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to beneficial owners
of shares of the Company's common stock, $1.00 par value per share
(the "Common Stock"), and normal handling charges may be paid for such
forwarding service. In addition to soliciting by mail, Directors and
regular employees of the Company, at no additional compensation, may
assist in soliciting proxies by telephone or telegraph.
As of July 17, 1995, the record date for the annual meeting, there
were 2,992,940 shares of Common Stock outstanding and entitled to vote. The
holders of Common Stock, the only class of voting stock of the Company
outstanding, are entitled to one vote per share.
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors recommends the election of the ten (10)
nominees listed below to constitute the entire Board to hold office until the
next annual meeting of shareholders and until their successors are
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elected and qualified. If, at the time of the annual meeting, any
of such nominees should be unable to serve, the persons named in the proxy
will vote for such substitutes or vote to reduce the number of Directors for
the ensuing year as management recommends. Management has no reason to
believe that any substitute nominee or nominees or reduction in the number of
Directors for the ensuing year will be required. The affirmative vote of a
plurality of the votes cast is required to elect the nominees.
All of the nominees are now Directors of the Company and have
served continuously since their first election. The following information
relating to: (1) age as of August 23, 1995; (2) directorships in other
publicly-held companies; (3) positions with the Company; (4) principal
employment; and (5) Common Stock owned beneficially as of June 30, 1995, has
been furnished by the respective nominees. Except as otherwise indicated,
each nominee has been or was engaged in his present or last principal
employment, in the same or a similar position, for more than five years.
Bernard W. Abrams announced to the Board of Directors on May 24,
1995, that he will recommend changes in the leadership of the Company to be
effective August 23, 1995, the date of the Annual Meeting. Edward M. Abrams
will be recommended to become Chairman and Chief Executive Officer, and
Joseph H. Rubin will be recommended to become President and Chief Operating
Officer. Bernard W. Abrams would remain with the Company as Chairman of the
Executive Committee. Such recommendations will be considered by the Board at
its August 23, 1995, meeting to be held immediately prior to the Annual
Meeting of Shareholders.
<TABLE>
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SHARES OF COMMON
STOCK OWNED
INFORMATION ABOUT NOMINEES BENEFICIALLY
NAME FOR DIRECTOR (PERCENT OF CLASS)
- -------------------- ------------------------------------------ ------------------
<S> <S> <C>
Bernard W. Abrams A Director of the Company since 1952, he is 612,208 (1)
Chairman of the Board and Chief Executive (20.46%)
Officer of the Company. Mr. Abrams is 70.
Edward M. Abrams A Director of the Company since 1953, he is 628,110 (2)
President and Treasurer of the Company. (20.99%)
Mr. Abrams is 68.
Alan R. Abrams A Director of the Company since 1992, he is 137,238 (3)
President of Abrams Properties, Inc. (4.59%)
Mr. Abrams is 40.
J. Andrew Abrams A Director of the Company since 1992, he is 131,135 (4)
a Vice President of Abrams Fixture Corporation. (4.38%)
Mr. Abrams is 35.
Paula Lawton Bevington A Director of the Company since 1992, she is 200*
Chairman of Servidyne Systems, Inc.
(mechanical engineering services company).
Ms. Bevington is 57.
Richard H. Danielson A Director of the Company since 1978, he 1,661*
retired in 1982 as Regional Vice President of
Amoco Oil Company. Mr. Danielson is 74.
</TABLE>
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<TABLE>
<S> <S> <C>
Donald W. MacLeod A Director of the Company since 1984, he is 2,500*
Chairman of the board and Chief Executive
Officer of IRT Property Company (a real
estate investment trust). Mr. MacLeod is 70.
L. Anthony Montag A Director of the Company since 1969, he is 5,461*(5)
the owner of A. Montag & Associates
(investment counselors). Mr. Montag is 61.
Joseph H. Rubin A Director of the Company since 1983, he is 19,982*(6)
Executive Vice President and Secretary of the
Company. Mr. Rubin is 52.
Felker w. Ward, Jr. A Director of the Company since 1992, he is 2,000*
President of Ward and Associates, Inc.
(investment bankers). He is a Director of
Atlanta Gas Light Company and Bank South
Corporation. Mr. Ward is 62.
*Owns less than 1% of outstanding shares.
==================================================================================================================
(1) Does not include 144,817 shares (4.84% of the outstanding shares) owned
by trusts established by the parents of Bernard W. Abrams, and under which
Bernard W. Abrams and his children are beneficiaries. Both trusts are
administered by an independent trustee who holds the power to vote and
dispose of the shares.
(2) Includes 12,389 shares owned jointly with Mr. Abrams' wife and 19,919
shares owned by Mrs. Abrams. Does not include 144,817 shares (4.84% of the
outstanding shares) owned by trusts established by the parents of Edward M.
Abrams and under which Edward M. Abrams and his children are beneficiaries.
Both trusts are administered by an independent trustee who holds the power
to vote and dispose of the shares.
(3) Includes 7,532 shares owned by Mr. Abrams as custodian for his minor
children, 100 shares owned by his wife and 58,145 shares with respect to
which Mr. Abrams holds a power of attorney for his sister.
(4) Includes 58,145 shares with respect to which Mr. Abrams holds a power of
attorney for his sister.
(5) Shares are owned by a partnership of which Mr. Montag is the managing
partner and in which he has a substantial beneficial interest.
(6) Includes 4,000 shares which may be acquired under presently exercisable
stock options, 1,994 shares owned by the Rubin Children Trust of which Mr.
Rubin is a co-trustee and 1,822 shares owned by Mrs. Rubin.
</TABLE>
Bernard W. Abrams and Edward M. Abrams are brothers. Alan R. Abrams
and J. Andrew Abrams are sons of Edward M. Abrams and nephews of Bernard W.
Abrams. There are no other family relationships between any Director or
Executive Officer and any other Director or Executive Officer of the Company.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the year ended
April 30, 1995. All of the Directors attended at least 75% of the aggregate
of such meetings and the meetings of each committee of the Board on which
they serve, with the exception of L. Anthony Montag who attended 60% of the
aggregate of such meetings.
The Board has a standing Executive Committee consisting of Bernard
W. Abrams, Edward M. Abrams, Alan R. Abrams, J. Andrew Abrams and Joseph H.
Rubin. This committee is empowered to conduct the affairs of the Company
which do not require the approval of the full Board of Directors. All actions
of the Executive Committee are subsequently reviewed and approved by the full
Board of Directors. No fees are paid for service on this Committee.
The Board has a standing Audit Committee currently consisting of
Paula Lawton Bevington, Donald W. MacLeod and L. Anthony Montag. This
committee is authorized to review the scope and results of audits and
recommendations made relating to internal controls by the external and
internal auditors; appraise the independence of, and recommend the
appointment of the external auditors; and review the adequacy of the
Company's financial controls. The Audit Committee held one meeting during the
year ended April 30, 1995.
The Company does not have a Nominating Committee or a Compensation
Committee.
PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES
AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth as of June 30, 1995, the beneficial
ownership of the Common Stock by each "person" (as that term is defined by
the Securities and Exchange Commission) who owns of record, or is known by
management to own beneficially, more than 5% of the outstanding shares of
such stock, by all Executive Officers of the Company who are not Directors,
and by all Executive Officers and Directors of the Company as a group.
<TABLE>
<CAPTION>
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Shares of Percentage of
Common Stock Owned Outstanding
Name and Address Beneficially Shares
- ------------------------------------------------------- ------------------ --------------
<S> <C> <C>
Bernard W. Abrams 612,208 (1) 20.46%
Post Office Box 76600
Atlanta, Georgia 30358
Edward M. Abrams 628,110 (2) 20.99%
Post Office Box 76600
Atlanta, Georgia 30358
B. Michael Merritt - -
Post Office Box 76600
Atlanta, Georgia 30358
Richard V. Priegel l3,933 (3) *
Post Office Box 76600
Atlanta, Georgia 30358
All Executive Officers 1,554,428 (4) 51.94%
and Directors as a group (12 persons)
*Less than 1%
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</TABLE>
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(1) Does not include 144,817 shares (4.84% of the outstanding shares) owned
by trusts established by the parents of Bernard W. Abrams, and under which
Bernard W. Abrams and his children are beneficiaries. Both trusts are
administered by an independent trustee who holds the power to vote and
dispose of the shares.
(2) Includes 12,389 shares owned jointly with Mr. Abrams' wife and 19,919
shares owned by Mrs. Abrams. Does not include 144,817 shares (4.84% of the
outstanding shares) owned by trusts established by the parents of Edward M.
Abrams, and under which Edward M. Abrams and his children are beneficiaries.
Both trusts are administered by an independent trustee who holds the power
to vote and dispose of the shares.
(3) Includes 13,666 shares which may be acquired under presently exercisable
stock options.
(4) Includes 17,666 shares which may be acquired under presently exercisable
stock options.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth all cash compensation paid by the
Company and its subsidiaries (for the purposes of this section collectively
referred to as the "Company") to the Chief Executive Officer ("CEO") and the
five other Executive Officers for services rendered in all capacities during
the Company's last three fiscal years:
<TABLE>
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Other
Annual Compensation Annual All Other
Name and Fiscal Salary Bonus Compensation Compensation
Principal Position Year ($) ($) (1) ($) (2) ($) (3)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <S> <C>
Bernard W. Abrams 1995 341,744 73,693 -- 33,614
Chairman of the Board of Directors 1994 298,090 51,270 -- 45,816
and Chief Executive Officer 1993 234,000 27,960 -- 33,451
Edward M. Abrams 1995 341,744 73,693 -- 32,161
Director, President and Treasurer 1994 298,090 51,270 -- 44,436
1993 234,000 27,960 -- 36,297
Joseph H. Rubin 1995 251,836 47,233 -- 30,459
Director, Executive Vice President 1994 208,078 32,908 -- 42,509
and Secretary 1993 196,300 51,032 -- 31,797
Alan R. Abrams 1995 105,000 26,307 -- 16,324
President, Abrams Properties, Inc. 1994 100,000 29,909 -- 22,545
1993 90,500 21,731 -- 19,876
B. Michael Merritt 1995 103,980 107,913 -- 15,845
President, Abrams Construction, 1994 101,880 91,105 -- 14,824
Inc. 1993 96,875 88,817 -- 14,296
Richard V. Priegel 1995 117,988 6,269 -- 1,378
President, Abrams Fixture 1994 112,372 87,635 -- 14,134
Corporation 1993 104,872 12,310 -- 6,290
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes cash bonuses, cash profit-sharing and special incentive
payments.
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(2) Perquisites and other benefits paid by the Company on behalf of some of
the Executive Officers do not exceed $8,000 in the aggregate and are not
disclosed pursuant to applicable SEC regulations.
(3) Includes amounts credited to participants in the Company's Employee's
Deferred Compensation Plan, benefits derived from Company paid premiums on
split dollar life insurance policies, amounts credited to employees
participating in the Company's Deferred Profit-Sharing Plan, and directors
fees.
The Company has entered into an employment agreement with Mr.
Bernard W. Abrams, effective as of August 23, 1995, when Mr. Abrams will
cease to be Chairman of the Board and Chief Executive Officer of the Company.
The agreement provides that Mr. Abrams will serve initially as Chairman of
the Executive Committee, continues for a ten year term or until Mr. Abrams'
death or disability if earlier, and provides for an initial annual salary of
$200,000 with annual increases of 5%. Mr. Abrams will also be entitled to
participate in other employee benefit plans generally provided by the
Company.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows for the Company's CEO and other Executive
Officers named in the Summary Compensation Table above, the number of shares
covered by both exercisable and non-exercisable stock options as of April 30,
1995, and the values for "in-the-money" options, based on the positive spread
between the exercise price of any such existing stock options and the fiscal
year-end price of the Company's Common Stock.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
SHARES NUMBER OF SHARES OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED AT APRIL 30, 1995 APRIL 30, 1995
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NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <S> <C> <C>
Bernard W. Abrams -- -- -- -- $ -- $ --
Edward M. Abrams -- -- -- -- -- --
Joseph H. Rubin -- -- 4,000 -- 7,000 --
Alan R. Abrams -- -- -- -- -- --
B. Michael Merritt -- -- -- -- -- --
Richard V. Priegel -- -- 13,666 -- 13,083 --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The objectives of the Company's compensation program are to enhance
the profitability of the Company, and thus shareholder value, by aligning
compensation with business goals and performance and attracting, retaining
and rewarding Executive Officers who contribute to the long-term success of
the Company. In furtherance of these goals, the Company's compensation
program for Executive Officers includes base salary, annual bonus and, in
some cases, stock option incentives.
SALARY. The Board of Directors of the Company or the Board of
Directors of a subsidiary company, as the case may be, determines the base
salary for the Executive Officers, including the CEO, based upon the
financial performance (including profitability and/or revenues) of the
Company or subsidiary, as the case may be, and by the individual's level of
responsibility, time with the Company, contribution and performance.
Evaluation of these factors is subjective, and no fixed, relative weights are
assigned to the criteria considered. The beginning point for determining the
salary is the base salary the Executive Officer
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received in the prior fiscal year. The CEO's salary increase for
fiscal 1995 was based primarily upon the Company's financial performance in
fiscal 1994, including, among other factors, the growth in per share
earnings.
BONUS. The majority of the Bonuses and All Other Compensation
reported in the Annual Compensation Table above was paid pursuant to the
Company's profit-sharing plan. In general, all employees meeting certain
service requirements are eligible to participate in this plan. The aggregate
contribution of the Company is set annually by the Board of Directors and
then allocated based on the eligible compensation of participants. As a
result, profit-sharing plan allocations are based on the same factors as are
the salaries of the Executive Officers.
The Board of Directors of the Company or the Board of Directors of
a subsidiary company, as the case may be, also determines the amount of an
annual cash bonus, separate from the profit-sharing plan, for certain of the
Executive Officers. These bonuses are based upon the financial performance
(including profitability and/or revenues) of the Company or subsidiary, as
the case may be, and by the individual's level of responsibility, time with
the Company, contribution and performance. The CEO receives no such annual
cash bonus.
STOCK OPTIONS. The Company also maintains a stock option plan to
provide additional incentives to certain employees to maximize shareholder
values. Options granted pursuant to this plan utilize vesting periods to
encourage key employees to continue in the employ of the Company. The Company
has granted options from time to time to a limited number of employees,
including grants prior to fiscal 1995 to two of the executive officers other
than the CEO.
The Company does not anticipate that the law that serves to cap
executive compensation that is deductible by the Company at $1,000,000 will
have any impact on the compensation policies of the Company.
The tables included in the proxy statement and accompanying
narrative and footnotes, reflect the decisions covered by the above
discussion. The foregoing report has been furnished by the members of the
Board of Directors:
Bernard W. Abrams Richard H. Danielson
Edward M. Abrams Donald W. MacLeod
Alan R. Abrams L. Anthony Montag
J. Andrew Abrams Joseph H. Rubin
Paula Lawton Bevington Felker W. Ward, Jr.
DIRECTORS COMPENSATION
Each Director is paid a retainer of $550 per month and a fee of
$1,200 per Board of Directors meeting attended. In addition, Directors who
are members of the Audit Committee, but who are not Officers of the Company,
are paid a fee of $600 for each Audit Committee meeting attended.
DIRECTORS' DEFERRED COMPENSATION PLAN. The Company maintains a
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan")
under which members of the Board of Directors of the Company may elect to
defer to a future date receipt all or any part of their compensation as
Directors and/or as members of a committee of the Board. For purposes of the
Deferred Compensation Plan, "compensation" means the retainer fees and
meeting fees payable to such Directors by the Company in their capacities as
Directors or as members of the Audit Committee of the Board of Directors.
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The Deferred Compensation Plan is administered by the Executive
Committee of the Board of Directors. A committee member may not participate
in any decision relating in any way to his individual rights or obligations
as a participant under the Deferred Compensation Plan.
A Director must make an election in writing to be a participant
under the Deferred Compensation Plan prior to the first day of the month for
which the election is to be effective. An election is effective thereafter
until revoked by such Director in writing. Compensation deferred under the
Deferred Compensation Plan is credited, for record keeping purposes, to the
account for each participating Director and bears interest until paid at an
annual rate calculated quarterly equal to the average of the 13-week Treasury
Bill rate established at weekly auctions during such quarter. The Company
will make payments of deferred compensation and interest earned on such
deferred compensation under the Deferred Compensation Plan at the time
specified by each participant in a lump sum or, at the sole discretion of the
participant, in no more than five equal annual installments. For the year
ended April 30, 1995, five members of the Board of Directors (including three
Executive Officers who are also Directors) participated in the Deferred
Compensation Plan. The Company's obligations under this Plan are not funded.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ON
$100 INVESTMENT AMONG ABRAMS INDUSTRIES, INC.,
NASDAQ STOCK MARKET (U.S. COMPANIES) AND
NASDAQ NON-FINANCIAL STOCKS
ASSUMING REINVESTMENT OF DIVIDENDS
Set forth below is a line graph comparing, for the five-year period
ending April 30, 1995, the cumulative total shareholder return (stock price
increase plus dividends, divided by beginning stock price) on the Company's
common stock with that of (i) all U.S. companies quoted on NASDAQ and (ii)
all non-financial companies quoted on NASDAQ. The stock price performance
shown on the graph below is not necessarily indicative of future price
performance.
[STOCK PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
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04/30/90 04/30/91 04/30/92 04/30/93 04/30/94 04/30/95
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<S> <C> <C> <C> <C> <C> <C>
Abrams Industries, Inc. $100.00 $ 69.36 $ 96.33 $113.74 $146.16 $115.43
NASDAQ Stock Market (US Companies) $100.00 $118.84 $144.08 $165.56 $184.30 $214.22
NASDAQ Non-Financial Stocks $100.00 $121.19 $142.24 $156.60 $175.16 $201.49
</TABLE>
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BOARD INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors of the Company and of each subsidiary
determines the annual compensation payable to its respective Executive
Officers. The following directors of the Company served as officers or
employees of the Company or one of its subsidiaries during the last fiscal
year or prior thereto: Messrs. Bernard W. Abrams, Edward M. Abrams, Alan R.
Abrams, J. Andrew Abrams and Joseph H. Rubin.
INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITORS
KPMG Peat Marwick LLP were the principal independent public
accountants for the Company during the year ended April 30, 1995.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
shareholders' meeting and will have the opportunity to make a statement if
they desire to do so and to respond to appropriate questions. The Board of
Directors has not selected auditors for the present fiscal year because the
matter has not yet been considered.
SHAREHOLDERS PROPOSALS
In accordance with the provisions of Rule 14a-8(a)(3)(i) of the
Securities and Exchange Commission, proposals of shareholders intended to be
presented at the Company's 1996 annual meeting of shareholders must be
received by the Company at its executive offices on or before March 23, 1996,
in order to be eligible for inclusion in the Company's proxy statement and
form of proxy for that meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought
before the annual meeting. However, if other matters should come before the
annual meeting, it is the intention of each person named in the proxy to vote
the proxy in accordance with his judgment of what is in the best interest of
the Company.
BY ORDER OF THE BOARD OF DIRECTORS
Joseph H. Rubin
EXECUTIVE VICE PRESIDENT AND SECRETARY
ATLANTA, GEORGIA
JULY 21, 1995
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ABRAMS INDUSTRIES, INC.
This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to Be Held on August 23, 1995
The undersigned shareholder of Abrams Industries, Inc. hereby
constitutes and appoints Bernard W. Abrams and Joseph H. Rubin, and
either of them, the true and lawful attorneys and proxies of the
undersigned, with full power of substitution and appointment, for and
in the name, place and stead of the undersigned to act for and to vote
all of the undersigned's shares of Common Stock of Abrams Industries,
Inc. at the Annual Meeting of Shareholders to be held in Atlanta,
Georgia, on Wednesday, the 23rd day of August, 1995 at 4:00 P.M., and
at any and all adjournments thereof as follows:
(1) Election of Directors
<TABLE>
<S> <C>
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all nominees listed below
(except as marked to the contrary
below)
</TABLE>
NOMINEES: BERNARD W. ABRAMS; EDWARD M. ABRAMS; ALAN R.
ABRAMS; J. ANDREW ABRAMS; PAULA LAWTON BEVINGTON; RICHARD
H. DANIELSON; DONALD W. MACLEOD; L. ANTHONY MONTAG; JOSEPH
H. RUBIN; AND FELKER W. WARD
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.)
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(2) For the transaction of such other business as may lawfully
come before the meeting; hereby revoking any proxies as to said shares
heretofore given by the undersigned and ratifying and confirming all
that said attorneys and proxies may lawfully do by virtue hereof.
It is understood that this Proxy covers discretionary authority
in respect to matters not known to or determined by the undersigned at
the time of mailing of notice of the meeting.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION OF THE
PERSONS NAMED IN THE PROXY STATEMENT, AND UNLESS INSTRUCTIONS TO THE
CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY WILL BE SO VOTED.
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The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated July 21, 1995, and the Proxy
Statement furnished herewith.
<TABLE>
<S> <C>
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Date and signed ____________________, 1995 -------------------------------------------------------------------
Signature should agree with name hereon. Executors, administrators,
trustees, guardians and attorneys should so indicate when signing.
For joint accounts each owner should sign. Corporations should
sign full corporate name by duly authorized officer.)
</TABLE>
This Proxy is revocable at or at any time prior to the meeting.
Please sign and return this Proxy to Trust Company Bank, Attn:
Corporate Trust Department, P.O. Box 4825, Atlanta, Georgia 30302, in
the accompanying prepaid envelope.<PAGE>
