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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Abrams Industries, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 Par Value
________________________________________________________________________________
(Title of Class of Securities)
003788 10 6
_______________________________________________________________
(CUSIP Number)
Judith F. Abrams
P.O. Box 53407
Atlanta, GA 30355-1407
(770) 953-0304
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 20, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located on page 5.
Page 1 of 6
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.003788 10 6 PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Judith F. Abrams
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
None (Gift)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
73,265 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 612,208 shares
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
73,265 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
612,208 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
685,473 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
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Item 1. Security and Issuer.
This statement is being filed by and on behalf of Ms. Judith F. Abrams (the
"Reporting Person") and relates to shares of the common stock, par value $1.00
per share, designated as Common Stock (the "Common Stock") of Abrams Industries,
Inc. (the "Issuer").
This Amendment No. 1 is being filed to reflect the beneficial ownership of
73,265 shares of Common Stock directly owned by the Reporting Person over which
the Reporting Person has sole voting and dispositive power and to make certain
other clarifying and typographical corrections. These shares were inadvertently
omitted from the original filing. This Amendment No. 1 shall supersede the
original filing in its entirety.
The Issuer's principal executive offices are located at 1945 The Exchange,
Suite 300, Atlanta, Georgia 30339.
Item 2. Identity and Background.
Judith F. Abrams is a graduate student at the University of Denver, in
Denver, Colorado. Ms. Abrams is a citizen of the United States.
During the last five years, Ms. Abrams has not been (1) convicted in a
criminal proceeding, or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On May 18, 1999, Bernard W. Abrams, the father of the Reporting Person,
contributed 606,086 shares of Common Stock to Kandu Partners, L.P. ("Kandu
Partners") in exchange for a 99% limited partnership interest therein. On that
same date, Mr. Bernard Abrams also contributed 6,122 shares of Common Stock to
Kandu Management Corp. ("Kandu Management"), the sole general partner of Kandu
Partners, in exchange for all of Kandu Management's outstanding common stock.
These 612,208 shares of the Issuer had been held by Mr. Bernard Abrams since
prior to the time that the Issuer became a reporting company under the
Securities Exchange Act of 1934, as amended. On May 19, 1999, Kandu Management
contributed 6,122 shares of Common Stock to Kandu Partners in exchange for a 1%
general partnership interest in Kandu Partners. On January 20, 2000, Mr.
Bernard Abrams transferred by gift one-third of the voting stock of Kandu
Management to each of his three children,
Page 3 of 6
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including the Reporting Person. At that time, Mr. Bernard Abrams also resigned
as a director of Kandu Management, thus transferring beneficial ownership of
612,208 shares of the Issuer (the "Shares") to the Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership over the Shares through
the transactions described in Item 3. These transactions were completed for
estate planning purposes and to facilitate future investment management. The
Reporting Person does not have any plans or proposals which relate to or would
result in any of the following events:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including, but not limited to, if the Issuer is a registered closed-
end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934; or
Page 4 of 6
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(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) See Boxes 11 and 13 of page 2 and see Items 3 and 4.
(b) See Boxes 7, 8, 9, and 10 of page 2.
(c) See Items 3 and 4.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Pursuant to a limited partnership agreement of Kandu Partners, by and among
Kandu Management as general partner, and Mr. Bernard Abrams, as sole limited
partner, dated May 10, 1999 (the "Limited Partnership Agreement"), Kandu
Management is the sole general partner of Kandu Partners. Except as provided in
the Limited Partnership Agreement, Kandu Management will have full and exclusive
responsibility and discretion in the management, operation and control of Kandu
Partners. These powers include the ability to cause Kandu Partners to dispose
of and vote the Shares, so long as they are owned by Kandu Partners. Kandu
Partners was formed on May 10, 1999 and shall continue until the first to occur
of (i) December 31, 2049, or (ii) the dissolution of Kandu Partners pursuant to
the express provisions of the Limited Partnership Agreement.
Item 7. Material to Be Filed as Exhibits.
None.
Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 16, 2000
---------------------------------
(Date)
/s/ Judith F. Abrams
---------------------------------
Judith F. Abrams
Page 6 of 6
