SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act 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 September 22, 1999
The Annual Meeting of Shareholders of ABRAMS INDUSTRIES, INC. (the
"Company") will be held on Wednesday, September 22, 1999, at 4:00 P.M., Atlanta
time, at the Company's 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 August 9, 1999,
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
Alan R. Abrams
CO-CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER
Atlanta, Georgia
August 13, 1999
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, September 22, 1999, at 4:00
P.M., Atlanta time, at the Company's Corporate Headquarters, 1945 The Exchange,
Suite 300, Atlanta, Georgia. A copy of the Company's Annual Report for the
fiscal year ended April 30, 1999, 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 August 13, 1999.
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 August 9, 1999, 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, with the exception of Ms. Melinda S. Garrett, are
now Directors of the Company and have served continuously since their first
election. The following information relating to: (1) age as of September 22,
1999; (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, 1999, 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> <S> <C>
Alan R. Abrams A Director of the Company since 1992, he has been 500,100 <F1>
Co-Chairman of the Board since August 1998, and Chief (17.03%)
Executive Officer since July 1999. From May 1998
to July 1999, he was President and Chief Operating
Officer. He served as Executive Vice President
of the Company from August 1997 to May 1998. From July
1994 to May 1998, he served as President and from July
1997 to May 1998 as Chief Executive Officer of Abrams
Properties, Inc. Prior to that he served as Vice
President of Abrams Properties, Inc. Mr. Abrams is 44.
2
<PAGE>
Bernard W. Abrams A Director of the Company since 1952, he has been 612,208 <F2>
Chairman Emeritus of the Executive Committee since (20.85%)
August 1998. From August 1995 to August 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
74.
Edward M. Abrams A Director of the Company since 1953, he has been 780,093 <F3>
Chairman of the Executive Committee since August 1998. (26.57%)
He served as Chairman of the Board of Directors from
August 1995 to August 1998, and as Chief Executive
Officer from August 1995 to August 1997. Prior to that
he served as President and Treasurer of the Company.
Mr. Abrams is 72.
J. Andrew Abrams A Director of the Company since 1992, he has been Co- 500,000 <F4>
Chairman of the Board since August 1998, and President (17.03%)
and Chief Operating Officer since July 1999. He served
as Executive Vice President from August 1997 to July
1999. He also has served as Chief Executive Officer
of Abrams Fixture Corporation since July 1997. From
September 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 39.
Paula Lawton Bevington A Director of the Company since 1992, she is Chairman 200*
of Servidyne Systems, Inc. (a mechanical engineering
services company). Ms. Bevington is 61.
Melinda S. Garrett Ms. Garrett has served as Chief Financial Officer of 0*
the Company since February 1997. She also has served
as Chief Financial Officer of Abrams Properties, Inc.
since May 1998, Vice President since 1993 and
Treasurer since 1990. Ms. Garrett is 43.
Donald W. MacLeod A Director of the Company since 1984, he retired in 2,500*
1998 as Chairman of the Board of IRT Property Company
(a real estate investment trust). Mr. MacLeod is 74.
3
<PAGE>
L. Anthony Montag A Director of the Company since 1969, he is President 5,461* <F5>
of A. Montag & Associates, Inc. (investment
counselors). Mr. Montag is 65.
Felker W. Ward, Jr. A Director of the Company since 1992, he is Chairman 2,103*
of Pinnacle Investment Advisors, Inc. (investment
advisory services) and former 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 66.
* 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, his brother, J. Andrew Abrams, and his sister 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 19,919 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, his brother, Alan R. Abrams,
and his sister 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.
</FN>
</TABLE>
Bernard W. Abrams and Edward M. Abrams are brothers. Alan R. Abrams
and J. Andrew Abrams are brothers, 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.
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended April 30, 1999, the Board of Directors held four
meetings, the Audit Committee held one meeting and the Compensation Committee
held two meetings. 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.
The Board has a standing Audit 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 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, 1999.
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 the compensation and approve the base salary of the
Company's Executive Officers. The Compensation Committee held two meetings
during the year ended April 30, 1999.
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, 1999, the following reflects beneficial ownership of
the Common Stock by persons (as that term is defined by the Securities and
Exchange Commission) who: (1) own more than 5% of the outstanding shares of such
stock; (2) are Executive Officers, named in the Summary Compensation Table
below; and (3) are Executive Officers and Directors of the Company as a group.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
SHARES OF PERCENTAGE OF
NAME AND ADDRESS COMMON STOCK OUTSTANDING
BENEFICIALLY OWNED SHARES
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Edward M. Abrams 780,093 <F1> 26.57%
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%
BankAmerica Corporation 289,634 <F6> 9.86%
100 South Tryon Street
Charlotte, North Carolina 28255
Gerald T. Anderson, II -- --
B. Michael Merritt -- --
Joseph H. Rubin 12,859 <F7> *
All Executive Officers 1,415,854 48.22%
and Directors as a group (13 persons)
*Less than 1%
- ----------------------------------------------------------------------------------------------------
<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 19,919 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> 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, his brother, J. Andrew Abrams, and his sister 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, his brother, Alan R. Abrams,
and his sister 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 BankAmerica Corporation serves as trustee.
<F7> Includes 12,030 shares owned jointly with Mr. Rubin's wife and 829 shares
owned by Mrs. Rubin as custodian for their son.
</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. These persons 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 and without further inquiry, all required forms were timely filed,
except that Edward M. Abrams, Gerald T. Anderson, II and Joseph H. Rubin, each
inadvertently filed one required form late, with one transaction reported on
each form.
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 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>
Annual Compensation Other
------------------- Annual
Name and Fiscal Salary Bonus Compensation Compensation
Principal Position Year ($) ($) <F1> ($) <F2> ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joseph H. Rubin 1999 365,000 58,786 -- 28,776 <F3>
Chief Executive Officer to July 1999 1998 347,139 112,084 -- 32,288
1997 301,860 62,429 -- 32,547
- -----------------------------------------------------------------------------------------------------------------------
Alan R. Abrams 1999 224,692 30,272 -- 26,917 <F4>
Chief Executive Officer beginning 1998 185,000 185,274 -- 34,111
July 1999, President, Chief Operating 1997 137,752 72,669 -- 30,706
Officer to July 1999
- -----------------------------------------------------------------------------------------------------------------------
J. Andrew Abrams 1999 183,014 8,497 -- 15,674 <F5>
President, Chief Operating Officer 1998 150,020 10,853 -- 15,704
beginning July 1999, Executive Vice 1997 117,548 55,576 -- 24,387
President to July 1999; Chief Executive
Officer, Abrams Fixture Corporation
- -----------------------------------------------------------------------------------------------------------------------
B. Michael Merritt 1999 150,020 253,770 -- 21,003 <F6>
President, Abrams Construction, Inc. 1998 126,068 237,470 -- 19,559
1997 118,850 125,433 -- 17,701
- -----------------------------------------------------------------------------------------------------------------------
Gerald T. Anderson, II 1999 180,000 24,682 -- 14,578 <F7>
President and Chief Executive Officer, 1998 120,560 141,573 -- 19,407
Abrams Properties, Inc. 1997 100,252 48,931 -- 14,661
- -----------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Consists of cash bonuses, cash profit-sharing and special incentive
payments (both accrued and deferred, during the applicable fiscal year,
such deferral 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. Rubin's account in the Company's
Deferred Profit-Sharing Plan of $14,411, benefits derived from
Company-paid premiums on a split dollar life insurance policy of $134,
amounts credited to Mr. Rubin's account in the Company's Employee's
Deferred Compensation Plan of $1,831 and directors fees of $12,400.
<F4> Consists of amounts credited to Mr. Abrams' account in the Company's
Deferred Profit-Sharing Plan of $14,517 and directors fees of $12,400.
<F5> Consists of amounts credited to Mr. Abrams' account in the Company's
Deferred Profit-Sharing Plan of $3,274 and directors fees of $12,400.
<F6> Consists of amounts credited to Mr. Merritt's account in the Company's
Deferred Profit-Sharing Plan.
<F7> Consists of amounts credited to Mr. Anderson's account in the Company's
Deferred Profit-Sharing Plan.
</FN>
</TABLE>
In connection with the resignation of Mr. Rubin as Chief Executive
Officer of the Company effective July 13, 1999, the Company entered into a
Severance and Consulting Agreement with Mr. Rubin. Pursuant to the Agreement,
the Company will pay to Mr. Rubin $16,000 per month for twelve (12) months
commencing on January 1, 2000, and $108,000 on January 1, 2001. Mr. Rubin
also agrees not to solicit customers or employees of the Company for a period
of two (2) years following July 13, 1999.
8
<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 the compensation and approves the base salary 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 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 and Felker W. Ward, Jr.
9
<PAGE>
DIRECTORS COMPENSATION
Currently, 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 Executive 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, 1999, 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, 1999, 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.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
04/30/94 04/30/95 04/30/96 04/30/97 04/30/98 04/30/99
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Abrams Industries, Inc. $ 100.00 $ 78.98 $ 65.46 $ 97.52 $ 127.49 $ 73.08
NASDAQ Stock Market (US Companies) $ 100.00 $ 116.27 $ 165.74 $ 175.36 $ 262.03 $ 356.04
NASDAQ Retail Trade Stocks $ 100.00 $ 97.31 $ 133.60 $ 119.44 $ 183.41 $ 188.50
</TABLE>
11
<PAGE>
INFORMATION CONCERNING THE COMPANY'S INDEPENDENT AUDITORS
KPMG LLP were the independent public accountants for the Company
during the year ended April 30, 1999. Representatives of KPMG LLP are expected
to be present at the Annual 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 2000 Annual Meeting of Shareholders must be received
by the Company at its executive offices on or before April 17, 2000, in order to
be eligible for inclusion in the Company's Proxy Statement and form of proxy for
that meeting. The Company must be notified of any other shareholder proposal
intended to be presented for action at the meeting not later than 45 days before
the Company's 2000 Annual Meeting, or else proxies may be voted on such proposal
at the discretion of the person or persons holding those proxies.
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
Alan R. Abrams
CO-CHAIRMAN OF THE BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER
ATLANTA, GEORGIA
AUGUST 13, 1999
12
<PAGE>
ABRAMS INDUSTRIES, INC.
This Proxy is Solicited by the Board of Directors for the Annual
Meeting of Shareholders to Be Held on September 22, 1999.
The undersigned shareholder of Abrams Industries, Inc. hereby constitutes
and appoints Alan R. Abrams and J. Andrew Abrams, 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 22nd day of September, 1999, at
4:00 P.M., and at any and all adjournments thereof as follows:
(1) Election of Directors
<TABLE>
<C> <S> <S>
[ ] FOR all nominees listed below (except as marked [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
to the contrary below)
NOMINEES: BERNARD W. ABRAMS; EDWARD M. ABRAMS; ALAN R. ABRAMS; J. ANDREW ABRAMS; PAULA LAWTON BEVINGTON; MELINDA S.
GARRETT; DONALD W. MACLEOD; L. ANTHONY MONTAG; AND FELKER W. WARD
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------------------------------
</TABLE>
(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 August 13, 1999, and the Proxy Statement furnished
therewith.
_________________________________
Date and signed__________________, 1999 _________________________________
(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 105649, Atlanta, Georgia 30348-9923, in the accompanying prepaid
envelope.
