SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Age of 1934
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(6)(2)
/x/ 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)
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(1)(4) and 0-11.
/ / (1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of class 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):
----------------------------------------------------------
<PAGE>
ABRAMS INDUSTRIES, INC.
Atlanta, Georgia
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On August 20, 1997
The annual meeting of shareholders of ABRAMS INDUSTRIES, INC. (the
"Company") will be held on Wednesday, August 20, 1997, at 4:00 P.M., Atlanta
time, in the Ascot Room of the Renaissance Waverly Hotel, 2450 Galleria
Parkway, Atlanta, Georgia, for the purpose of considering and voting upon the
following:
(1) The election of nine 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 14,
1997, 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 18, 1997
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>
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 20, 1997, at
4:00 P.M., Atlanta time, in the Ascot Room of the Renaissance Waverly Hotel,
2450 Galleria Parkway, Atlanta, Georgia. A copy of the Company's annual
report for the fiscal year ended April 30, 1997, 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 18, 1997.
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. For purposes of determining approval of a matter presented at the
meeting other than the election of directors, abstentions will be deemed
present and entitled to vote and will, therefore, have the same legal effect
as a vote "against" a matter presented at the meeting. Broker non-votes will
be deemed not entitled to vote on the subject matter as to which the non-vote
is indicated and will, therefore, have no legal effect on the vote on that
particular matter. 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 other means.
As of July 14, 1997, the record date for the annual meeting, there
were 2,942,356 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.
1<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors recommends the election of the nine (9)
nominees listed below to constitute the entire Board to hold office until the
next annual meeting of shareholders and until their 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.
The Company's By-Laws contain an advance notice procedure for the
nomination of candidates for election to the Board. Notice of proposed
shareholder nominations for election of directors must be given to the
Secretary of the Company not less than 60 days nor more than 90 days prior to
the meeting at which directors are to be elected, unless the notice of
meeting is given less than 60 days prior to the meeting, in which case the
notice of nomination must be received not later than the 10th day following
the day on which the notice of meeting was mailed to shareholders.
The notice of nomination must contain information about each proposed
nominee, including age, address, principal occupation, the number of shares
of stock of the Company beneficially owned by such nominee and such other
information as would be required to be disclosed under the Securities Exchange
Act of 1934 (the "Exchange Act"), in connection with any acquisition of
shares by such nominee or with the solicitation of proxies by such nominee for
his election as a director. Information must also be disclosed by and about
the shareholder proposing to nominate that person. The chairman of a
shareholder meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.
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 20, 1997; (2) directorships in
other publicly-held companies; (3) positions with the Company; (4)
principal employment; and (5) Common Stock beneficially owned as of June
30, 1997, 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.
<TABLE>
<CAPTION>
================================================================================================================
SHARES OF
COMMON STOCK
INFORMATION ABOUT NOMINEES BENEFICIALLY OWNED
NAME FOR DIRECTOR (PERCENT OF CLASS)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Alan R. Abrams A Director of the Company since 1992, he has 97,093 <F1>
been President of Abrams Properties, Inc. since (3.30%)
September 1994. Prior to that he served as
Vice President of Abrams Properties, Inc.
Mr. Abrams is 42.
Bernard W. Abrams A Director of the Company since 1952, he has 612,208 <F2>
been Chairman of the Executive Committee (20.81%)
since August 1995. Prior to that he served as
Chairman of the Board of Directors and Chief
Executive Officer. Mr. Abrams is 72.
2<PAGE>
Edward M. Abrams A Director of the Company since 1953, he has 597,900 <F3>
been Chairman of the Board of Directors and (20.32%)
Chief Executive Officer since August 1995.
Prior to that he served as President and
Treasurer of the Company. Mr. Abrams is 70.
J. Andrew Abrams A Director of the Company since 1992, he has 81,390
been a Vice President of Abrams Fixture (2.77%)
Corporation since September 1994. Prior to
that he served as Vice President of Abrams
Properties, Inc. Mr. Abrams is 37.
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 59.
Donald W. MacLeod A Director of the Company since 1984, he is 2,500*
Chairman of the Board of IRT Property
Company (a real estate investment trust).
Mr. MacLeod is 72.
L. Anthony Montag A Director of the Company since 1969, he is 5,461* <F4>
Chief Executive Officer of A. Montag &
Associates, Inc. (investment counselors).
Mr. Montag is 63.
Joseph H. Rubin A Director of the Company since 1983, he has 15,159* <F5>
been President and Chief Operating Officer
since August 1995. Prior to that he served
as Executive Vice President, Chief Financial
Officer and Secretary of the Company.
Mr. Rubin is 54.
Felker W. Ward, Jr. A Director of the Company since 1992, he is 2,103*
Chairman of Pinnacle Investment Advisors,
Inc. (investment advisory services) and President
of Ward and Associates, Inc. (investment bankers).
He is a Director of AGL Resources, Inc. and
Fidelity National Bank. Mr. Ward is 64.
===================================================================================================================
*Owns less than 1% of outstanding shares.
<FN>
<F1>Includes 17,132 shares owned by Mr. Abrams as custodian for
his minor children and 100 shares owned by his wife.
<F2>Does not include 144,817 shares (4.92% 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.
3
<PAGE>
<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 (4.92% 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>Shares are owned by a partnership of which Mr. Montag is the
managing partner and in which he has a substantial beneficial
interest.
<F5>Includes 14,330 shares owned jointly with Mr. Rubin's wife
and 829 shares owned by Mrs. Rubin as custodian for their son.
</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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings, the Audit
Committee held one meeting and the Compensation Committee held one
meeting during the year ended April 30, 1997. 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
Bernard W. Abrams who attended 50% of the aggregate of such meetings.
The Board has a standing Executive Committee currently
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 Paula Lawton Bevington, Richard H. Danielson, Donald W. MacLeod,
L. Anthony Montag 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, 1997.
The Board formed a Compensation Committee, composed
entirely of outside Directors, in May 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 Compensation Committee held one meeting during
the year ended April 30, 1997. No fees are paid for service on this
Committee.
The Company does not have a Nominating Committee.
4<PAGE>
PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES
AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
As of June 30, 1997, the following "persons" (as that
term is defined by the Securities and Exchange Commission) are deemed to
be owners of record or beneficial owners of the Common Stock: (1) persons
who own more than 5% of the outstanding shares of such stock; (2) persons
who are executive officers of the Company who are not Directors; and (3)
all persons who are executive officers and Directors of the Company as a
group.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF
COMMON STOCK OUTSTANDING
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
<S> <C> <C>
Bernard W. Abrams 612,208 <F1> 20.81%
Post Office Box 76600
Atlanta, Georgia 30358
Edward M. Abrams 597,900 <F2> 20.32%
Post Office Box 76600
Atlanta, Georgia 30358
Melinda S. Garrett -- --
Post Office Box 76600
Atlanta, Georgia 30358
B. Michael Merritt -- --
Post Office Box 76600
Atlanta, Georgia 30358
Richard V. Priegel 13,933 <F3> *
Post Office Box 76600
Atlanta, Georgia 30358
All Executive Officers 1,427,947 <F3> 48.53%
and Directors as a group (12 persons)
*Less than 1%
<FN>
<F1>Does not include 144,817 shares (4.92% 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 (4.92% 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.
5<PAGE>
<F3>Includes 13,666 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 each of the five other most highly compensated Executive
Officers for services rendered in all capacities during the Company's
last three fiscal years:
<TABLE>
<CAPTION>
Other
Annual All Other
Name and Fiscal Salary Bonus Compensation Compensation
Principal Position Year ($) ($) <F1> ($) <F2> ($)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward M. Abrams 1997 355,420 81,084 -- 35,207 <F3>
Chairman of the Board of Directors 1996 341,744 76,555 -- 33,759
and Chief Executive Officer 1995 341,744 73,693 -- 32,161
Joseph H. Rubin 1997 301,860 62,429 -- 32,547 <F4>
Director, President, Chief Operating 1996 251,836 51,611 -- 31,347
Officer 1995 251,836 47,233 -- 30,459
Bernard W. Abrams 1997 206,904 58,255 -- 14,755 <F5>
Director, Chairman of the Executive 1996 246,334 79,416 -- 16,959
Committee 1995 341,744 73,693 -- 33,614
Alan R. Abrams 1997 137,752 72,669 -- 30,706 <F6>
Director, President, 1996 123,614 16,164 -- 17,886
Abrams Properties, Inc. 1995 105,000 26,307 -- 16,324
B. Michael Merritt 1997 118,850 125,433 -- 17,701 <F7>
President, Abrams Construction, 1996 108,925 119,958 -- 15,925
Inc. 1995 103,980 107,913 -- 15,845
Richard V. Priegel 1997 125,976 80,485 -- 14,532 <F8>
President, Abrams Fixture 1996 117,988 6,269 -- --
Corporation 1995 117,988 6,269 -- 1,378
<FN>
<F1>Consists of cash bonuses, cash profit-sharing and special incentive
payments (both accrued and deferred, during the applicable fiscal
year, at the election of the Executive Officer).
<F2>Perquisites and other benefits paid by the Company on behalf
of the Executive Officers do not meet the SEC threshold for
disclosure.
<F3>Consists of benefits derived from Company paid premiums on
split dollar life insurance policies of $4,607, amounts credited to
Mr. Abrams' account in the Company's Deferred Profit-Sharing Plan of
$19,200, and directors fees of $11,400.
6
<PAGE>
<F4>Consists of amounts credited to Mr. Rubin's account in the
Company's Employee's Deferred Compensation Plan of $1,850, benefits
derived from Company paid premiums on a split dollar life insurance
policy of $97, amounts credited to Mr. Rubin's account in the
Company's Deferred Profit-Sharing Plan of $19,200, and directors fees
of $11,400.
<F5>Consists of benefits derived from Company paid premiums on a split
dollar life insurance policy of $5,755, and directors fees of $9,000.
<F6>Consists of amounts credited to Mr. Abrams' account in the
Company's Deferred Profit-Sharing Plan of $19,306, and directors fees
of $11,400.
<F7>Consists of amount credited to Mr. Merritt's account in the
Company's Deferred Profit-Sharing Plan.
<F8>Consists of amount credited to Mr. Priegel'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 $200,000 with annual increases of 5%. Mr. Abrams
is also entitled to participate in other employee benefit plans generally
provided by the Company.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows for the Company's CEO and
other Executive Officers named in the Summary Compensation Table on the
previous page, the number of shares covered by both exercisable and
non-exercisable stock options as of April 30, 1997, and the values for
"in-the-money" options, based on the positive spread between the exercise
price of any such existing stock options and the fiscal year-end market
price of the Company's Common Stock.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
SHARES SHARES OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED AT APRIL 30, 1997 APRIL 30, 1997
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Edward M. Abrams -- -- -- -- $ -- $ --
Joseph H. Rubin -- -- 4,000 -- 10,500 --
Bernard W. Abrams -- -- -- -- -- --
Alan R. Abrams -- -- -- -- -- --
B. Michael Merritt -- -- -- -- -- --
Richard V. Priegel -- -- 13,666 -- 25,041 --
</TABLE>
7
<PAGE>
COMPENSATION COMMITTEE OF THE 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 and annual bonus. 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. The Compensation
Committee reviews and approves the compensation of the Company's
Executive Officers.
SALARY. The Compensation Committee 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.
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. 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, 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.
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
Compensation Committee of the Board of Directors: Paula Lawton Bevington,
Richard H. Danielson, Donald W. MacLeod, L. Anthony Montag, 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
8<PAGE>
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.
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, 1997, five members of
the Board of Directors (including two 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),
NASDAQ RETAIL TRADE STOCKS 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, 1997, 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, (ii) all retail trade companies quoted on NASDAQ and
(iii) 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>
04/30/92 04/30/93 04/30/94 04/30/95 04/30/96 04/30/97
<S> <C> <C> <C> <C> <C> <C>
Abrams Industries, Inc. $100.00 $ 118.07 $151.73 $119.83 $ 99.33 $147.97
NASDAQ Stock Market (US Companies) $100.00 $ 114.98 $127.97 $148.76 $212.07 $224.79
NASDAQ Retail Trade Stocks *(See note next page) $100.00 $ 93.10 $101.70 $ 98.97 $135.91 $121.67
NASDAQ Non-Financial Stocks $100.00 $ 110.18 $123.20 $143.13 $204.48 $208.20
</TABLE>
9
<PAGE>
*The Company has selected a different index to use for
comparative purposes for the fiscal year ended April 30, 1997. In
the past, the Company has used the NASDAQ Non-Financial Stocks index;
however, the Company believes the NASDAQ Retail Trade Stocks index is
more closely related to its overall business, considering that the
majority of the Company's operating revenues are derived from retailers
or from companies related to the retail industry.
INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITORS
KPMG Peat Marwick LLP were the independent public
accountants for the Company during the fiscal year ended April 30, 1997.
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 1998 annual meeting of shareholders
must be received by the Company at its executive offices on or before
March 21, 1998, in order to be eligible for inclusion in the Company's
proxy statement and form of proxy for that meeting.
The Company's By-Laws require notice to the Secretary
in advance of any regular shareholders' meeting of any shareholder
proposals. The By-Laws further require that in connection with such
proposals the shareholders provide certain information to the Secretary.
The summary descriptions of the By-Laws contained in this Proxy Statement
are not intended to be complete and are qualified in their entirety by
reference to the text of the By-Laws, which are available upon request of
the Company.
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 18, 1997
10
<PAGE>
ABRAMS INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON AUGUST 20, 1997
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 for and to vote all of the
undersigned's share of Common Stock of Abrams Industries, Inc. at the
Annual Meeting of Shareholders to be held in Atlanta, Georgia, on
Wednesday, the 20th day of August 1997 at 4:00 P.M., and at any and all
adjournments thereof as follows:
(1) Election of Directors
/ / FOR all nominees listed below (except as marked to the
contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: BERNARD W. ABRAMS; EDWARD M. ABRAMS; ALAN R. ABRAMS; J.
ANDREW ABRAMS; PAULA LAWTON BEVINGTON; 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 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.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated July 18, 1997, and the Proxy
Statement furnished therewith.
______________________________________
Date and ______________________________________
signed _________, 1997 (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 to SunTrust Bank, Attn: Corporate Trust
Department, P.O. Box 4625, Atlanta, Georgia 30302, in the accompanying
prepaid envelope.
