SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(3)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ABRAMS INDUSTRIES, INC.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
ABRAMS INDUSTRIES, INC.
--------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
__________________________________________________
2) Aggregate number of securities to which transaction
applies:
__________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
__________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________
<PAGE>
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
__________________________________________________
2) Form, Schedule or Registration Statement No.:
__________________________________________________
3) Filing Party:
__________________________________________________
4) Date Filed:
__________________________________________________<PAGE>
ABRAMS INDUSTRIES, INC.
ATLANTA, GEORGIA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 21, 1996
The annual meeting of shareholders of ABRAMS INDUSTRIES, INC. (the
"Company") will be held on Wednesday, August 21, 1996, 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 15,
1996, 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
PRESIDENT
ATLANTA, GEORGIA
JULY 19, 1996
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.
<PAGE>
<PAGE>
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 21, 1996,
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, 1996, 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 19, 1996.
GENERAL INFORMATION
Any proxy given pursuant to this solicitation may be revoked,
without compliance with any other formalities, 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 President 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 President 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 15, 1996, the record date for the annual meeting, there
were 2,970,856 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 on pages 2 and 3 to constitute the entire Board to hold
office until the next annual meeting of shareholders and until their
1
<PAGE>
successors are 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 21, 1996; (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, 1996, has
been furnished by the respective nominees. Except as otherwise indicated,
each nominee has been or was engaged in his present or last principal employme
nt, in the same or a similar position, for more than five years.
<TABLE>
<CAPTION>
=====================================================================================================
SHARES OF COMMON
STOCK OWNED
INFORMATION ABOUT NOMINEES BENEFICIALLY
NAME FOR DIRECTOR (PERCENT OF CLASS)
- ----------------------------- -------------------------------------------- ------------------
<S> <S> <C>
Alan R. Abrams A Director of the Company since 1992, he has 148,238 <F1>
been President of Abrams Properties, Inc. (4.99)
since September 1994. Prior to that he served
as Vice President of Abrams Properties, Inc.
Mr. Abrams is 41.
Bernard W. Abrams A Director of the Company since 1952, he 612,208 <F2>
has been Chairman of the Executive (20.61)
Committee since August 1995. Prior to that
he served as Chairman of the Board of
Directors and Chief Executive Officer.
Mr. Abrams is 71.
Edward M. Abrams A Director of the Company since 1953, he 608,900 <F3>
has been Chairman of the Board of (20.50)
Directors and Chief Executive Officer since
August 1995. Prior to that he served as
President and Chief Operating Officer of
the Company. Mr. Abrams is 69.
J. Andrew Abrams A Director of the Company since 1992, he 135,535 <F4>
has been a Vice President of Abrams Fixture (4.56)
Corporation since September 1994. Prior to
that he served as Vice President of Abrams
Properties, Inc. Mr. Abrams is 36.
Paula Lawton Bevington A Director of the Company since 1992, 200*
she is Chairman of Servidyne Systems, Inc.
(mechanical engineering services company).
Ms. Bevington is 58.
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 75.
2<PAGE>
Donald W. MacLeod A Director of the Company since 1984, he 2,500*
is Chairman of the Board and Chief
Executive Officer of IRT Property Company
(a real estate investment trust). Mr. MacLeod
is 71.
L. Anthony Montag A Director of the Company since 1969, he 5,461* <F5>
is the owner of A. Montag & Associates
(investment counselors). Mr. Montag is 62.
Joseph H. Rubin A Director of the Company since 1983, 17,988* <F6>
he has been President, Chief Operating Officer
and Chief Financial Officer of the Company
since August 1995. Prior to that he served
as Executive Vice President and Secretary
of the Company. Mr. Rubin is 53.
Felker W. Ward, Jr. A Director of the Company since 1992, 2,000*
he is President of Ward and Associates, Inc.
(investment bankers). He is a Director of
Atlanta Gas Light Company. Mr. Ward is 63.
*Owns less than 1% of outstanding shares.
===========================================================================================================
<FN>
<F1> Includes 14,132 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.
<F2> Does not include 144,817 shares (4.87% 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.
<F3> Includes 12,389 shares owned jointly with Mr. Abrams' wife and 16,109
shares owned by Mrs. Abrams. Does not include 144,817 shares (4.87% 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.
<F4> Includes 58,145 shares with respect to which Mr. Abrams holds a power of
attorney for his sister.
<F5> Shares are owned by a partnership of which Mr. Montag is the managing
partner and in which he has a substantial beneficial interest.
<F6> Includes 12,166 shares owned jointly with Mr. Rubin's wife, 4,000 shares
which may be acquired under presently exercisable stock options and 1,822
shares owned by Mrs. Rubin.
</FN>
</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.
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings and the Audit Committee
held one meeting during the year ended April 30, 1996. 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 exceptions of
Donald W. MacLeod and 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 take actions that 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
Richard H. Danielson, Donald W. MacLeod and Felker W. Ward, Jr. 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, 1996.
The Board formed a Compensation Committee on May 22, 1996. The
committee currently consists of Paula Lawton Bevington, Richard H. Danielson,
Donald W. MacLeod, L. Anthony Montag and Felker W. Ward, Jr. This committee
is authorized to review and approve the compensation of the Company's
Executive Officers.
The Company does not have a Nominating Committee.
PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES
AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth as of June 30, 1996, 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>
- ------------------------------------------------------------------------------------------------------------------
SHARES OF PERCENTAGE OF
COMMON STOCK OWNED OUTSTANDING
NAME AND ADDRESS BENEFICIALLY SHARES
- ---------------------- ------------------ -------------
<S> <C> <C>
Bernard W. Abrams 612,208 <F1> 20.61
Post Office Box 76600
Atlanta, Georgia 30358
Edward M. Abrams 608,900 <F2> 20.50
Post Office Box 76600
Atlanta, Georgia 30358
B. Michael Merritt - -
Post Office Box 76600
Atlanta, Georgia 30358
4<PAGE>
Richard V. Priegel l3,933 <F3> *
Post Office Box 76600
Atlanta, Georgia 30358
All Executive Officers 1,548,624 <F4> 52.13
and Directors as a group
*Less than 1%
- ----------------------------------------------------------------------------------------------------------------
<FN>
<F1> Does not include 144,817 shares (4.87% 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.
<F2> Includes 12,389 shares owned jointly with Mr. Abrams' wife and 16,109
shares owned by Mrs. Abrams. Does not include 144,817 shares (4.87% 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.
<F3> Includes 13,666 shares which may be acquired under presently exercisable
stock options.
<F4> Includes 17,666 shares which may be acquired under presently exercisable
stock options.
</FN>
</TABLE>
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>
<CAPTION>
Annual Compensation Other
--------------------- Annual All Other
Name and Fiscal Salary Bonus Compensation Compensation
Principal Position Year ($) ($) <F1> ($) <F2> ($)
------------------ ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <S> <C>
Edward M. Abrams 1996 341,744 76,555 -- 33,759 <F3>
Chairman of the Board of Directors 1995 341,744 73,693 -- 32,161
and Chief Executive Officer 1994 298,090 51,270 -- 44,436
Joseph H. Rubin 1996 251,836 51,611 -- 31,347 <F4>
Director, President, Chief Operating 1995 251,836 47,233 -- 30,459
Officer and Chief Financial Officer 1994 208,078 32,908 -- 42,509
Bernard W. Abrams 1996 246,334 79,416 -- 16,959 <F5>
Director, Chairman of the Executive 1995 341,744 73,693 -- 33,614
Committee 1994 298,090 51,270 -- 45,816
Alan R. Abrams 1996 123,614 16,164 -- 17,886 <F6>
Director, President, 1995 105,000 26,307 -- 16,324
Abrams Properties, Inc. 1994 100,000 22,909 -- 22,545
B. Michael Merritt 1996 108,925 119,958 -- 15,925 <F7>
President, Abrams Construction, 1995 103,980 107,913 -- 15,845
Inc. 1994 101,880 91,105 -- 14,824
5<PAGE>
Richard V. Priegel 1996 117,988 6,269 -- --
President, Abrams Fixture 1995 117,988 6,269 -- 1,378
Corporation 1994 112,372 87,635 -- 14,134
<FN>
<F1> Includes cash bonuses, cash profit-sharing (both accrued and deferred,
during the applicable fiscal year, at the election of the Executive Officer),
and special incentive payments.
<F2> Perquisites and other benefits paid by the Company on behalf of the
Executive Officers do not meet the SEC threshold for disclosure.
<F3> Includes benefits derived from Company paid premiums on split dollar life
insurance policies of $4,101, amounts credited to Mr. Abrams' account in the
Company's Deferred Profit-Sharing Plan of $18,258, and directors fees of
$11,400.
<F4> Includes amounts credited to Mr. Rubin's account in the Company's
Employee's Deferred Compensation Plan of $1,606, benefits derived from
Company paid premiums on a split dollar life insurance policy of $83, amounts
credited to Mr. Rubin's account in the Company's Deferred Profit-Sharing Plan
of $18,258, and directors fees of $11,400.
<F5> Includes benefits derived from Company paid premiums on a split dollar
life insurance policy of $5,559, and directors fees of $11,400.
<F6> Includes amounts credited to Mr. Abrams' account in the Company's
Deferred Profit-Sharing Plan of $6,486, and directors fees of $11,400.
<F7> The amount credited to Mr. Merritt's account in the Company's Deferred
Profit-Sharing Plan.
</FN>
</TABLE>
The Company entered into an employment agreement with Mr. Bernard
W. Abrams effective August 23, 1995, when Mr. Abrams ceased to be Chairman of
the Board of Directors and Chief Executive Officer. This agreement, which
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 $200,000
with annual increases of 5%. Mr. Abrams is also entitled to participate in
other employee benefit plans generally provided by the Company.
6<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows for the Company's CEO and other Executive
Officers named in the Summary Compensation Table shown on the previous page,
the number of shares covered by both exercisable and non-exercisable stock
options as of April 30, 1996, and the values for "in-the-money" options,
based on the positive spread between the exercise price of any such existing
stock options and the fiscal year-end price of the Company's Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SHARES OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED AT APRIL 30, 1996 APRIL 30, 1996
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <S> <S> <C> <S> <C> <C>
Edward M. Abrams -- -- -- -- $ -- $ --
Joseph H. Rubin -- -- 4,000 -- 3,500 --
Bernard W. Abrams -- -- -- -- -- --
Alan R. Abrams -- -- -- -- -- --
B. Michael Merritt -- -- -- -- -- --
Richard V. Priegel -- -- 13,666 -- 6,125 --
</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. In addition, at the discretion of the
Board of Directors, selected Executive Officers may participate in the Senior
Management Deferral Plan, which is designed to permit eligible employees to
defer a portion of their incentive compensation. No Executive Officer who is
also a Director participated in deliberations concerning his own salary.
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 upon 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 received in the prior
fiscal year. Neither the CEO nor the President received a salary increase
for fiscal 1996.
BONUS. The majority of the Bonuses and All Other Compensation
reported in the Summary Compensation Table 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. Year-end
cash bonuses are also based on each employee's salary. As a result,
profit-sharing plan allocations are based on the same factors as are the
salaries of the Executive Officers.
7
<PAGE>
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 upon the individual's level of responsibility, time with
the Company, contribution and performance. During the most recently
completed fiscal year, neither the CEO nor the President received any 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 1996 to two of the executive
officers other than the CEO. During fiscal 1996, the Company did not grant
any options to the CEO or any Executive Officer named in the Summary
Compensation Table.
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 of 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.
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.
8
<PAGE>
The Company will make payments of deferred compensation and the
earnings 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, 1996, five members of the Board
of Directors (including three Executive Officers who are also Directors)
participated in the Deferred Compensation Plan.
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, 1996, 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.
<TABLE>
<CAPTION>
04/30/91 04/30/92 04/30/93 04/30/94 04/30/95 04/30/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Abrams Industries, Inc. $100.00 $138.87 $163.97 $210.71 $166.41 $137.94
NASDAQ Stock Market (US Companies) $100.00 $121.23 $139.39 $155.07 $180.35 $257.11
NASDAQ Non-Financial Stocks $100.00 $117.40 $129.36 $144.64 $166.41 $235.68
</TABLE>
BOARD INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended April 30, 1996, the Board of Directors
of the Company and of each subsidiary determined 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 independent public accountants for
the Company during the year ended April 30, 1996. 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 1997 annual meeting of shareholders must be
received by the Company at its executive offices on or before March 21, 1997,
in order to be eligible for inclusion in the Company's proxy statement and
form of proxy for that meeting.
9<PAGE>
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
PRESIDENT
ATLANTA, GEORGIA
JULY 19, 1996
<PAGE>
ABRAMS INDUSTRIES, INC.
This Proxy is Solicited by the Board of Directors
for the Annual Meeting of Shareholders
to be held on August 21, 1996
The undersigned shareholder of Abrams Industries, Inc.
hereby constitutes and appoints Edward M. 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 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
21st day of August 1996, at 4:00 P.M., and at any and all
adjournments thereof as follows:
It is understood that this Proxy confers 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.
(Continued on the reverse side)<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THE NOMINEES.
1. ELECTION OF DIRECTORS
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
/ / FOR all nominees listed (except as marked to the
contrary below.)
/ / WITHHOLD AUTHORITY to vote for all nominees
listed.
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below.)
- -----------------------------------------------------------------
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.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated July 19, 1996, and the
Proxy Statement furnished herewith.
Dated and signed: ---------------------------, 1996
------------------------------------------------------------
Signature
------------------------------------------------------------
Signature if shares held jointly
(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.)
This proxy is revocable at or at any time prior to the
meeting. Please sign and return this Proxy in the
accompanying prepaid envelope.
