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 19, 1998
The annual meeting of shareholders of ABRAMS INDUSTRIES, INC. (the
"Company") will be held on Wednesday, August 19, 1998, at 4:00 P.M., Atlanta
time, at the Corporate Headquarters, 1945 The Exchange, Suite 300, 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 9,
1998, 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
CHIEF EXECUTIVE OFFICER
Atlanta, Georgia
July 17, 1998
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
1945 THE EXCHANGE
SUITE 300
ATLANTA, GEORGIA 30339
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 19, 1998, at
4:00 P.M., Atlanta time, at the Corporate Headquarters, 1945 The Exchange,
Suite 300, Atlanta, Georgia. A copy of the Company's annual report for the
fiscal year ended April 30, 1998, 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 17, 1998.
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 9, 1998, the record date for the annual meeting, there
were 2,936,356 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 19, 1998; (2) directorships in other
publicly-held companies; (3) positions with the Company; (4) principal
employment; and (5) Common Stock owned beneficially as of April 30, 1998,
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 OWNED
INFORMATION ABOUT NOMINEES BENEFICIALLY
NAME FOR DIRECTOR (PERCENT OF CLASS)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Alan R. Abrams A Director of the Company since 1992, he 500,100 <F1>
has been President and Chief Operating (17.03%)
Officer since May 1998. He served as Executive Vice
President of the Company from August 1997 to
May 1998. From 1994 to May 1998, he served as
President and Chief Executive Officer of
Abrams Properties, Inc. Prior to that he served
as Vice President of Abrams Properties, Inc.
Mr. Abrams is 43.
2
<PAGE>
Bernard W. Abrams A Director of the Company since 1952, 612,208 <F2>
he has been Chairman Emeritus of the (20.85%)
Executive Committee since May 1998.
From 1995 to May 1998, he served as
Chairman of the Executive Committee.
Prior to that he served as Chairman of the
Board of Directors and Chief Executive Officer.
Mr. Abrams is 73.
Edward M. Abrams A Director of the Company since 1953, 776,283 <F3>
he has been Chairman of the Board of (26.44%)
Directors since August 1995 and Chairman
of the Executive Committee since May 1998.
He served as Chief Executive Officer from
1995 to August 1997. Prior to that he served as
President and Treasurer of the Company.
Mr. Abrams is 71.
J. Andrew Abrams A Director of the Company since 1992, 500,000 <F4>
he has been Executive Vice President (17.03%)
since August 1997. He also has served as
Chief Executive Officer of Abrams Fixture
Corporation since July 1997. From 1994 to
July 1997, he served as Vice President of Abrams
Fixture Corporation. Prior to that he served as
Vice President of Abrams Properties, Inc.
Mr. Abrams is 38.
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 60.
Donald W. MacLeod A Director of the Company since 1984, 2,500*
he is Chairman of the Board of IRT
Property Company (a real estate investment
trust). Mr. MacLeod is 73.
L. Anthony Montag A Director of the Company since 1969, 5,461* <F5>
he is Chief Executive Officer of A. Montag
& Associates, Inc. (investment counselors).
Mr. Montag is 64.
3
<PAGE>
Joseph H. Rubin A Director of the Company since 1983, 13,859* <F6>
he has been Chief Executive Officer since
August 1997. From August 1995 to May 1998,
he served as President and Chief Operating Officer.
Prior to August 1995, he served as Executive Vice
President, Chief Financial Officer and
Secretary of the Company. Mr. Rubin is 55.
Felker W. Ward, Jr. A Director of the Company since 1992, 2,103*
he is Chairman of Pinnacle Investment
Advisors, Inc. (investment advisory services)
and President of Ward and Associates, Inc.
(investment bankers). He is a Director of
Shoney's, Inc., AGL Resources, Inc. and
Fidelity National Bank. Mr. Ward is 65.
*Owns less than 1% of outstanding shares.
<FN>
<F1> Includes 500,000 shares (17.03% of the outstanding shares)
owned by a limited partnership which Mr. Abrams beneficially owns
due to his joint control of the general partner of such partnership.
Also includes 100 shares owned by Mr. Abrams' wife. Does not include
144,817 shares (4.93% of the outstanding shares) owned by trusts
established by the grandparents of Alan R. Abrams and under which
Alan R. Abrams, his father, Edward M. Abrams, and Alan R. Abrams'
siblings, including J. Andrew Abrams, are beneficiaries. Both trusts
are administered by an independent trustee who holds the power to
vote and dispose of the shares.
<F2> Does not include 144,817 shares (4.93% 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 500,000 shares (17.03% of the outstanding shares) owned by
a limited partnership which Mr. Abrams beneficially owns due to his
joint control of the general partner of such partnership. Also
includes 12,389 shares owned jointly with Mr. Abrams' wife and
16,109 shares owned by Mrs. Abrams. Does not include 144,817 shares
(4.93% 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 500,000 shares (17.03% of the outstanding shares) owned by
a limited partnership which Mr. Abrams beneficially owns due to his
joint control of the general partner of such partnership. Does not
include 144,817 shares (4.93% of the outstanding shares) owned by
trusts established by the grandparents of J. Andrew Abrams and under
which J. Andrew Abrams, his father, Edward M. Abrams, and J. Andrew
Abrams' siblings, including Alan R. Abrams, are beneficiaries. Both
trusts are administered by an independent trustee who holds the
power to vote and dispose of the shares.
<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 13,030 shares owned jointly with Mr. Rubin's wife and
829 shares owned by Mrs. Rubin as custodian for their son.
</FN>
</TABLE>
4<PAGE>
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, 1998. 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 and Felker W. Ward,
Jr. who attended 50% and 67%, respectively, 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.
The Board has a standing Audit Committee currently consisting of
Paula Lawton Bevington, 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, 1998.
The Board has a standing Compensation Committee, composed entirely
of outside Directors. The committee currently consists of Paula Lawton
Bevington, 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, 1998.
The Company does not have a Nominating Committee.
5
<PAGE>
PRINCIPAL HOLDERS OF THE COMPANY'S SECURITIES
AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS
As of April 30, 1998, the following reflects beneficial ownership
of the Common Stock by persons (as that term is defined by the Securities and
Exchange Commission): (1) who own more than 5% of the outstanding shares of
such stock; (2) who are Executive Officers, named in the Summary Compensation
Table below, who are not Directors; and (3) who are Executive Officers and
Directors of the Company as a group.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
SHARES OF COMMON PERCENTAGE OF
STOCK OUTSTANDING
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward M. Abrams 776,283 <F1> 26.44%
Bernard W. Abrams 612,208 <F2> 20.85%
Abrams Partners, L.P. 500,000 <F3> 17.03%
Post Office Box 724728
Atlanta, Georgia 31139
Alan R. Abrams 500,100 <F4> 17.03%
J. Andrew Abrams 500,000 <F5> 17.03%
NationsBank Corporation 289,634 <F6> 9.86%
101 South Tryon Street
NationsBank Plaza
Charlotte, North Carolina 28255
Melinda S. Garrett -- --
B. Michael Merritt -- --
All Executive Officers 1,412,981 48.12%
and Directors as a group (12 persons)
<FN>
<F1> Includes 500,000 shares (17.03% of the outstanding shares)
owned by a limited partnership which Mr. Abrams beneficially owns due
to his joint control of the general partner of such partnership. Also
includes 12,389 shares owned jointly with Mr. Abrams' wife and 16,109
shares owned by Mrs. Abrams. Does not include 144,817 shares (4.93% 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.
6
<PAGE>
<F2> Does not include 144,817 shares (4.93% 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> Messrs. Edward M. Abrams, Alan R. Abrams and J. Andrew Abrams own
the controlling interests in this limited partnership and in the
limited liability company that serves as its general partner.
<F4> Includes 500,000 shares (17.03% of the outstanding shares) owned by
a limited partnership which Mr. Abrams beneficially owns due to his
joint control of the general partner of such partnership. Also
includes 100 shares owned by Mr. Abrams' wife. Does not include
144,817 shares (4.93% of the outstanding shares) owned by trusts
established by the grandparents of Alan R. Abrams and under which
Alan R. Abrams, his father, Edward M. Abrams, and Alan R. Abrams'
siblings, including J. Andrew Abrams, are beneficiaries. Both
trusts are administered by an independent trustee who holds the
power to vote and dispose of the shares.
<F5> Includes 500,000 shares (17.03% of the outstanding shares) owned by
a limited partnership which Mr. Abrams beneficially owns due to his
joint control of the general partner of such partnership. Does not
include 144,817 shares (4.93% of the outstanding shares) owned by
trusts established by the grandparents of J. Andrew Abrams and
under which J. Andrew. Abrams, his father, Edward M. Abrams, and J.
Andrew Abrams' siblings, including Alan R. Abrams, are
beneficiaries. Both trusts are administered by an independent
trustee who holds the power to vote and dispose of the shares.
<F6> Consists of shares owned by the trusts referenced in Footnotes
1, 2, 4 and 5, of which NationsBank Corporation serves as trustee.
</FN>
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of
the outstanding Common Stock of the Company to file with the Securities and
Exchange Commission reports of changes in ownership of the Common Stock of
the Company held by such persons. Officers, directors and greater than ten
percent shareholders are also required to furnish the Company with copies of
all forms they file under this regulation. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company,
all required forms were timely filed, except that Abrams Partners, L.P. and
Messrs. Bernard W. Abrams, B. Michael Merritt and Felker W. Ward, Jr., each
inadvertently filed one of the required forms late. Mr. Richard V. Priegel,
President of Abrams Fixture Corporation, inadvertently filed two of the required
forms, which reported a total of four transactions, late.
7
<PAGE>
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 each of the persons who served during the
last fiscal year as the Chief Executive Officer ("CEO") and each of the four
other most highly compensated Executive Officers for services rendered in all
capacities during the Company's last three fiscal years:
<TABLE>
<CAPTION>
Other
Annual Compensation Annual All Other
Name and Fiscal Salary Bonus Compensation Compensation
Principal Position Year ($) ($) <F1> ($) <F2> ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward M. Abrams 1998 390,962 133,394 -- 35,553 <F3>
Chief Executive Officer to August 1997 1997 355,420 81,084 -- 35,207
1996 341,744 76,555 -- 33,759
- ---------------------------------------------------------------------------------------------------------------------
Joseph H. Rubin 1998 347,139 112,084 -- 32,288 <F4>
Chief Executive Officer 1997 301,860 62,429 -- 32,547
since August 1997 1996 251,836 51,611 -- 31,347
- ---------------------------------------------------------------------------------------------------------------------
Alan R. Abrams 1998 185,000 185,274 -- 34,111 <F5>
President, Chief Operating Officer; 1997 137,752 72,669 -- 30,706
Chief Executive Officer and 1996 123,614 16,164 -- 17,886
President, Abrams Properties, Inc.
to May 1998
- ---------------------------------------------------------------------------------------------------------------------
B. Michael Merritt 1998 126,068 237,470 -- 19,559 <F6>
President, Abrams Construction, Inc. 1997 118,850 125,433 -- 17,701
1996 108,925 119,958 -- 15,925
- ---------------------------------------------------------------------------------------------------------------------
Melinda S. Garrett 1998 115,001 101,072 -- 16,508 <F6>
Chief Financial Officer; 1997 96,191 42,434 -- 13,386
Vice President and Chief Financial 1996 87,699 12,070 -- 4,533
Officer, Abrams Properties, Inc.
- ---------------------------------------------------------------------------------------------------------------------
J. Andrew Abrams 1998 150,020 10,853 -- 15,704 <F7>
Executive Vice President; 1997 117,548 55,576 -- 24,387
Chief Executive Officer, 1996 109,186 4,060 -- 11,400
Abrams Fixture Corporation
- ---------------------------------------------------------------------------------------------------------------------
<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 amounts credited to Mr. Abrams' account in the Company's
Deferred Profit-Sharing Plan of $18,273, benefits derived from
Company-paid premiums on a split dollar life insurance policy of
$5,180, and directors fees of $12,100.
<F4> Consists of amounts credited to Mr. Rubin's account in the
Company's Employee's Deferred Compensation Plan of $1,801, benefits
derived from Company-paid premiums on a split dollar life insurance
policy of $114, amounts credited to Mr. Rubin's account in the
Company's Deferred Profit-Sharing Plan of $18,273, and directors
fees of $12,100.
<F5> Consists of amounts credited to Mr. Abrams' account in the Company's
Deferred Profit-Sharing Plan of $22,011, and directors fees of
$12,100.
8<PAGE>
<F6> Consists of amounts credited to the Executive Officer's account
in the Company's Deferred Profit-Sharing Plan.
<F7> Consists of amounts credited to Mr. Abrams' account in the
Company's Deferred Profit-Sharing Plan of $3,604 and directors fees
of $12,100.
</FN>
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows for the Company's CEO and other Executive
Officers named in the Summary Compensation Table above, the number of shares
covered by both exercisable and non-exercisable stock options as of April 30,
1998, and the values for "in-the-money" options, based on the positive spread
between the exercise price of any such existing stock options and the fiscal
year-end market price of the Company's Common Stock.
<TABLE>
<CAPTION>
SHARES SHARES OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED AT APRIL 30, 1998 APRIL 30, 1998
------------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Edward M. Abrams -- -- -- -- $ -- $ --
Joseph H. Rubin 4,000 15,500 -- -- -- --
Alan R. Abrams -- -- -- -- -- --
B. Michael Merritt -- -- -- -- -- --
Melinda S. Garrett -- -- -- -- -- --
J. Andrew Abrams -- -- -- -- -- --
</TABLE>
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 as annual cash bonuses,
as described below, and pursuant to the Company's profit-sharing plan. In
general, all employees meeting certain service requirements are
9<PAGE>
eligible to participate in the profit-sharing 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.
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,
Donald W. MacLeod, L. Anthony Montag, Felker W. Ward, Jr.
DIRECTORS COMPENSATION
Each Director is paid a retainer of $600 per month and a fee of
$1,300 per Board of Directors meeting attended. In addition, Directors who
are members of the Audit Committee or Compensation Committee, but who are not
Officers of the Company, are paid a fee of $600 for each Audit Committee or
Compensation 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 or Compensation 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, 1998, four members of the Board
of Directors (including three Executive Officers who are also Directors)
participated in the Deferred Compensation Plan.
10<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ON
$100 INVESTMENT AMONG ABRAMS INDUSTRIES, INC.,
NASDAQ STOCK MARKET (U.S. COMPANIES)
AND NASDAQ RETAIL TRADE STOCKS
ASSUMING REINVESTMENT OF DIVIDENDS
Set forth below is a line graph comparing, for the five-year period
ending April 30, 1998, the cumulative total shareholder return (stock price
increase plus dividends, divided by beginning stock price) on the Company's
common stock with that of all U.S. companies quoted on NASDAQ and all retail
trade companies quoted on NASDAQ. The stock price performance shown on the
graph below is not necessarily indicative of future price performance.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
04/30/93 04/30/94 04/30/95 04/30/96 04/30/97 04/30/98
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Abrams Industries, Inc. $100.00 $ 128.49 $ 101.48 $ 84.12 $125.31 $ 163.81
NASDAQ Stock Market (US Companies) $100.00 $ 111.29 $ 129.38 $ 184.43 $195.20 $ 292.16
NASDAQ Retail Trade Stocks $100.00 $ 109.23 $ 106.30 $ 145.99 $130.50 $ 200.49
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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, 1998. 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 1999 annual meeting of shareholders must be
received by the Company at its executive offices on or before March 20, 1999,
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
CHIEF EXECUTIVE OFFICER
ATLANTA, GEORGIA
JULY 17, 1998
12
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[front of proxy card]
ABRAMS INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON AUGUST 19, 1998
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 19th day of August 1998 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.)
_______________________________________________________________________
(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.<PAGE>
[back of proxy card]
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated July 17, 1998, and the Proxy
Statement furnished therewith.
______________________________________
Date and ______________________________________
signed _________, 1998 (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: Stock Transfer
Department, P.O. Box 4625, Atlanta, Georgia 30302, in the accompanying
prepaid envelope.
