Servidyne DEF 14A Definitive proxy

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934 (Amendment No.   )

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ABRAMS INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ABRAMS INDUSTRIES, INC.

Atlanta, Georgia

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On August 21, 2002

     The Annual Meeting of Shareholders of ABRAMS INDUSTRIES, INC. (the “Company”) will be held on Wednesday, August 21, 2002, 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 eleven 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 8, 2002, 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

President and Chief Executive Officer

Atlanta, Georgia

July 22, 2002

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.

TABLE OF CONTENTS

ABRAMS INDUSTRIES, INC.

EXECUTIVE OFFICES

1945 The Exchange

Suite 300

Atlanta, Georgia 30339-2029

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 (the “Meeting”) to be held on Wednesday, August 21, 2002, 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, 2002, and a proxy for use at the Meeting are enclosed with this Proxy Statement. This Proxy Statement and the enclosed proxy first were mailed to shareholders on or about July 22, 2002.

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 Meeting, but will otherwise have no effect on the election of the Directors. 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 therefore will 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 Company pays the cost of soliciting proxies. 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.

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     As of July 8, 2002, the record date for the Meeting, there were 2,909,079 shares of Common Stock outstanding and entitled to vote. The holders of Common Stock, the only outstanding class of voting stock of the Company, are entitled to one vote per share.

NOMINATION AND ELECTION OF DIRECTORS

     The Board of Directors recommends the election of the eleven nominees listed below to constitute the entire Board to hold office until the next Meeting of Shareholders and until their successors are elected and qualified. If, at the time of the 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 in accordance with his judgment of what is in the best interest of the Company. 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 sixty days nor more than ninety days prior to the meeting at which Directors are to be elected, unless the notice of meeting is given less than sixty days prior to the meeting, in which case the notice of nomination must be received not later than the tenth 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 or her 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 Board’s nominees are now Directors of the Company and have served continuously since their first election. The following information relating to: (1) age as of August 21, 2002; (2) directorships in other publicly-held companies; (3) positions with the Company; and (4) principal employment; has been furnished by the respective nominees. Except as otherwise indicated, each nominee has been or was engaged in his or her present or last principal employment, in the same or a similar position, for more than five years.

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	INFORMATION ABOUT NOMINEES
NAME	FOR DIRECTOR
Alan R. Abrams	A Director of the Company since 1992, he has been Co-Chairman of the Board since 1998, Chief Executive Officer since 1999, and President since 2000. From 1998 to 1999, he was President and Chief Operating Officer. He served as Executive Vice President of the Company from 1997 to 1998. He also has served as President and Chief Executive Officer of Servidyne Systems, LLC since May 2002. From 1994 to 1998, he served as President, and from 1997 to 1998 as Chief Executive Officer of Abrams Properties, Inc. Mr. Abrams is 47.
David L. Abrams	A Director of the Company since 2000, he has been President of Silver Star Management Corp. (investment management) and has been engaged in managing family investments, including shares of the Company as described in the first sentence of footnote 3 to the Share Ownership Table below, since October 2000. He was associated with Sutherland Asbill & Brennan LLP (a law firm) from 1993 to 2001. Mr. Abrams is 44.
Edward M. Abrams	A Director of the Company since 1953, he has been Chairman of the Executive Committee since 1998. He served as Chairman of the Board of Directors from 1995 to 1998, and as Chief Executive Officer from 1995 to 1997. Mr. Abrams is 75.
J. Andrew Abrams	A Director of the Company since 1992, he has been Co-Chairman of the Board since 1998, and Vice President-Business Development since 2000. He served as President and Chief Operating Officer from 1999 to 2000. From 1997 to 1999, he was Executive Vice President. He also has served as Chief Executive Officer of Abrams Fixture Corporation since 1997. Mr. Abrams is 42.
Paula Lawton Bevington	A Director of the Company since 1992, she has been Chairman of Servidyne Systems, LLC (a subsidiary of Abrams Power, Inc.) since March 2002, and Counsel from May 2001 to March 2002. Prior to that she was Chairman of Servidyne Systems, Inc., (an energy management and engineering services company). Ms. Bevington is 64.
Gilbert L. Danielson	A Director of the Company since 2000, he is Executive Vice President, Chief Financial Officer, and Director of Aaron Rents, Inc. (a company engaged in the rental, sales and lease ownership, and specialty retailing of residential and office furniture, consumer electronics and home appliances). Mr. Danielson is 55.

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	INFORMATION ABOUT NOMINEES
NAME	FOR DIRECTOR
Melinda S. Garrett	A Director of the Company since 1999, she has been Chief Financial Officer since 1997 and Corporate Secretary since 2000. She also has served Abrams Properties, Inc. as President since 2001, Chief Financial Officer from 1998 to 2000, and Vice President from 1993 to 2000. Ms. Garrett is 46.
Robert T. McWhinney, Jr.	A Director of the Company since 2000, he has been Group Vice President-Consulting Operations for Jacobs Engineering Group, Inc. (an engineering, construction and consulting company) since January 2001, and President of Jacobs Consultancy, Inc. (an international technical and management consulting company and an operating subsidiary of Jacobs Engineering Group, Inc.) since October 2001. Prior to that he was President and Chief Executive Officer of Stone & Webster Management Consultants, Inc. (an international management consulting company and an operating subsidiary of Stone & Webster, Inc.) from 1997 to 2000. Mr. McWhinney is 62.
B. Michael Merritt	A Director of the Company since 2000, he has served Abrams Construction, Inc. as Chief Executive Officer since 2001, and President since 1995. Mr. Merritt is 52.
L. Anthony Montag	A Director of the Company since 1969, he is Chief Executive Officer of A. Montag & Associates, Inc. (investment counselors). Mr. Montag is 68.
Felker W. Ward, Jr.	A Director of the Company since 1992, he is Chairman of Pinnacle Investment Advisors, Inc. (investment advisory services). He also is a Director of AGL Resources, Inc., Fidelity National Bank, and Shoney’s, Inc. Mr. Ward is 69.

     Alan R. Abrams and J. Andrew Abrams are brothers, sons of Edward M. Abrams, and first cousins of David L. Abrams. David L. Abrams is the nephew of Edward M. Abrams. There are no other family relationships between any Director or Executive Officer and any other Director or Executive Officer of the Company.

     On June 2, 2000, in conjunction with and as a condition to Stone & Webster, Inc.’s definitive agreement to sell substantially all of its assets to Jacobs Engineering Group, Inc., Stone & Webster and 71 affiliates, including Stone & Webster Management Consultants, Inc., of which Mr. McWhinney formerly served as President and Chief Executive Officer, sought bankruptcy court approval of the asset sale by filing a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The reorganization concluded with the purchase of Stone & Webster, Inc. by another company.

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RELATED PARTY TRANSACTION

     On May 9, 2001, the Company, through its indirect wholly-owned subsidiary, Servidyne Systems, LLC, acquired substantially all the assets of an energy management and engineering services company, Servidyne Systems, Inc., and some intellectual property assets of its affiliated company, Servidyne, Incorporated, for approximately $2.75 million in cash. One of the Company’s non-employee Directors, Paula Lawton Bevington, together with her husband, E. Milton Bevington, held directly or as a trustee approximately 53% of the outstanding common stock of Servidyne Systems, Inc., and approximately 70% of the outstanding common stock of Servidyne, Incorporated. The Bevingtons were also directors and officers of both selling companies.

     In May 2001, Mr. Bevington entered into a two-year employment agreement with Servidyne Systems, LLC, where he currently serves as Chairman. His agreement includes a salary of $200,000 during the first year of the term and $250,000 during the second year, plus customary benefits. As part of the terms of his employment, Mr. Bevington also was granted options to acquire 140,000 shares of Common Stock of the Company at $4.00 per share, vesting over a two-year period of continuous employment, and is entitled to an annual bonus, tied to the financial performance of Servidyne Systems, LLC, payable in cash or options to acquire Common Stock, at his election.

     The purchase price for the assets was determined through arm’s-length negotiations between the Company and the management of the two selling companies, including Mrs. Bevington. Mrs. Bevington did not participate in any of the Company’s Board discussions concerning the acquisition, nor did she vote on any of the Company’s Board actions concerning the acquisition, and her interest in the transaction was fully disclosed to the Board.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

     During the fiscal year ended April 30, 2002, the Board of Directors and the Audit Committee held four meetings, and the Compensation Committee held two meetings. All of the Directors who served during the fiscal year ended April 30, 2002, attended at least 75% of the aggregate of all Board meetings and the meetings of each committee of the Board on which they served, if any.

     The Board has a standing Executive Committee currently consisting of Alan R. Abrams, Edward M. Abrams, J. Andrew Abrams, Melinda S. Garrett and B. Michael Merritt. 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 subsequently are reviewed by the full Board of Directors.

     The Board has a standing Audit Committee composed entirely of independent Directors, as defined in the listing standards of the Nasdaq Stock Market. The committee currently consists of Gilbert L. Danielson, Robert T. McWhinney, Jr. and Felker W. Ward, Jr. This committee is authorized, among other things, 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 to the Board; and review the adequacy of the Company’s financial controls.

     The Board has a standing Compensation Committee, composed entirely of independent Directors. The committee currently consists of Robert T. McWhinney, Jr., L. Anthony Montag and Felker W. Ward, Jr. This committee is authorized to review and make recommendations to the Board

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of Directors regarding the compensation of the Company’s senior Executive Officers, and to administer the Company’s 2000 Stock Award Plan.

     The Company does not have a Nominating Committee.

PRINCIPAL HOLDERS OF THE COMPANY’S SECURITIES

AND HOLDINGS BY EXECUTIVE OFFICERS AND DIRECTORS

     As of April 30, 2002, 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 Directors; (3) are Executive Officers, named in the Summary Compensation Table below; and (4) are Executive Officers and Directors of the Company as a group. The following percentages of outstanding shares total more than 100% because they are based on SEC beneficial ownership rules, the application of which can result in the same shares being owned beneficially by more than one person.

	Shares of Common			Percentage of
	Stock Beneficially			Outstanding
Name and Address	Owned			Shares
Edward M. Abrams		781,093(1	)(2)		26.85	%
David L. Abrams		699,406(3	)(4)		24.04	%
Janet B. Abrams		698,405(3	)(4)		24.01	%
Post Office Box 53407
Atlanta, Georgia 30355
Judith F. Abrams		685,873(3	)		23.58	%
Post Office Box 53407
Atlanta, Georgia 30355
Kandu Partners, L.P.		612,208			21.04	%
Post Office Box 53407
Atlanta, Georgia 30355
Alan R. Abrams		502,100(1	)(5)		17.26	%
J. Andrew Abrams		502,000(1	)		17.26	%
Abrams Partners, L.P.		500,000			17.19	%
Post Office Box 724728
Atlanta, Georgia 31139
BankAmerica Corporation		289,634(6	)		9.96	%
100 South Tryon Street
Charlotte, North Carolina 28255
L. Anthony Montag		6,461			*
Felker W. Ward, Jr.		3,610			*

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	Shares of Common			Percentage of
	Stock Beneficially			Outstanding
Name and Address	Owned			Shares
Paula Lawton Bevington		3,200(7	)		*
B. Michael Merritt		2,100(8	)		*
Melinda S. Garrett		2,000			*
Gilbert L. Danielson		1,000			*
Robert T. McWhinney, Jr.		1,000			*
All Executive Officers and Directors as a group (11 persons)		1,503,970			51.70	%

*  Less than 1%

(1)	Includes 500,000 shares (17.19% of the outstanding shares) owned by Abrams Partners, L.P., which Edward M. Abrams, Alan R. Abrams, and J. Andrew Abrams each beneficially own due to their joint control of the general partner of such partnership. Does not include 144,817 shares (4.98% of the outstanding shares) owned by two trusts established by the parents of Edward M. Abrams, and under which Edward M. Abrams and his children, Alan R. Abrams, J. Andrew Abrams, and Laurie Abrams Lindey, are beneficiaries. An independent trustee, who holds the power to vote and dispose of the shares, administers both trusts.
(2)	Includes 12,389 shares owned jointly with and 19,919 shares owned directly by Mr. Abrams’ wife.
(3)	Includes 612,208 shares (21.04% of outstanding shares) owned by Kandu Partners, L.P., which David L. Abrams, Janet B. Abrams, and Judith F. Abrams each beneficially own due to their joint control of the general partner of the partnership, and 400 shares held by the Estate of Bernard W. Abrams, for which David L. Abrams, Janet B. Abrams and Judith F. Abrams serve as Co-Executors. Does not include 144,817 shares (4.98% of the outstanding shares) owned by two trusts established by the grandparents of David L. Abrams, Janet B. Abrams, and Judith F. Abrams, and under which David L. Abrams, Janet B. Abrams, Judith F. Abrams are beneficiaries. An independent trustee, who holds the power to vote and dispose of the shares, administers both trusts.
(4)	Includes 25,064 shares owned by Purple Heart Partners LLLP, which David L. Abrams and Janet B. Abrams beneficially own due to their joint control of the general partner of the partnership.
(5)	Includes 100 shares owned by Mr. Abrams’ wife.
(6)	Consists of shares owned by the trusts referenced in footnotes 1 and 3 above, of which BankAmerica Corporation serves as trustee.
(7)	Includes 2,000 shares owned by Mrs. Bevington’s husband.
(8)	Includes 100 shares owned jointly with Mr. Merritt’s wife.

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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 filed on time, except that Felker W. Ward, Jr. inadvertently reported late a total of four transactions on one of the required forms.

EQUITY COMPENSATION PLAN

     The Abrams Industries, Inc. 2000 Stock Award Plan (the “Stock Award Plan”) was adopted by the Board of Directors on May 26, 2000, and subsequently approved by the shareholders in August 2000. Awards granted under the Stock Award Plan may be incentive stock options; nonqualified stock options; shares of Common Stock, which may be nontransferable and/or forfeitable under restrictions, terms and conditions set forth in the award agreement; stock appreciation rights; or performance shares. The number of shares of Common Stock with respect to which awards may be granted under the Stock Award Plan is a maximum of 1,000,000 shares. The Company has no other compensation plans or arrangements under which its equity securities are authorized for issuance.

     The following is a summary of the Stock Award Plan as of April 30, 2002:

				(c)
(a)				Number of
Number of		(b)		Securities
Securities to Be		Weighted-		Remaining Available
Issued Upon		Average Exercise		for Future Issuance
Exercise of		Price of		(Excluding Securities
Outstanding		Outstanding		Reflected in
Options		Options		Column(a))
	150,616	$	4.00		812,184

     In July 2002 pursuant to the Stock Award Plan, the Compensation Committee awarded an additional 609,000 options to the Company’s directors, certain employees and an independent contractor. These options have a weighted average exercise price of $5.10.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

     The following table sets forth all compensation earned by the Chief Executive Officer (“CEO”) and each of the three other most highly compensated Executive Officers for services rendered in all capacities during the Company’s last three fiscal years:

				Annual Compensation						Long-Term Compensation Awards(3)
Name and Principal Position		Fiscal Year		Salary ($)		Bonus ($)(1)		Other Annual Compensation ($)(2)		Restricted Stock Awards ($)(4)		All Other Compensation ($)(5)
Alan R. Abrams			2002		275,000		40,288		—		—		15,271
	Co-Chairman, President,		2001		250,000		124,328		—		7,750		37,203
	and CEO		2000		225,000		131,912		—		—		35,366
Melinda S. Garrett			2002		182,500		28,510		—		—		14,661
	Chief Financial Officer.		2001		165,000		65,761		—		7,750		35,333
	President, Abrams Properties, Inc.		2000		149,678		123,884		—		—		30,453
B. Michael Merritt			2002		167,500		17,444		—		—		14,661
	President and Chief Executive		2001		167,500		211,584		—		7,750		35,218
	Officer, Abrams Construction, Inc.		2000		159,000		168,515		—		—		18,846
J. Andrew Abrams			2002		155,000		22,981		—		—		15,166
	Co-Chairman and Vice		2001		145,000		55,274		—		7,750		36,467
	President-Business		2000		185,000		65,805		—		—		22,877
	Development

(1)	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 respective Executive Officer).
(2)	Any perquisites and other benefits paid by the Company on behalf of the Executive Officers, other than as shown below, do not meet the SEC threshold for disclosure.
(3)	In July 2002, options to purchase Common Stock were awarded as follows: 150,000 to Alan R. Abrams; and 50,000 each to Melinda S. Garrett, B. Michael Merritt and J. Andrew Abrams.
(4)	Shares of restricted stock were awarded on January 19, 2001, pursuant to the Company’s 2000 Stock Award Plan. Each officer listed in the table above received 2,000 shares. On January 19, 2002, the restricted shares for each officer vested. Dividends are paid on all restricted stock at the same rate payable to all common shareholders, and are not reflected in the values in the table above.
(5)	Consists of (i) contributions to the Company’s Deferred Profit-Sharing Plan, (ii) premiums

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paid on behalf of the named Executive Officers under individual life insurance policies, and (iii) Directors fees. Such amounts in the fiscal year ended April 30, 2002, were as follows:

	Contributions		Premiums
	to Deferred		for
	Profit-Sharing		Life		Directors
	Plan		Insurance		Fees
Alan R. Abrams	$	2,261	$	610	$	12,400
Melinda S. Garrett		2,261		—		12,400
B. Michael Merritt		2,261		—		12,400
J. Andrew Abrams		2,261		505		12,400

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

REPORT ON EXECUTIVE COMPENSATION

     The objectives of the Company’s Executive compensation program are to enhance the profitability of the Company, and thus shareholder value, by aligning compensation with the financial interests of the shareholders of the Company, and to attract, motivate, reward and retain employees, including Executive Officers, who contribute to the long-term success of the Company. In furtherance of these goals, the Company’s compensation program for Executive Officers includes base salary, annual incentive compensation and long-term incentive compensation. 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 makes recommendations to the Board of Directors regarding the compensation of the Company’s senior Executive Officers.

     Salary. The Compensation Committee determines its recommended base salary for the senior Executive Officers, including the CEO, based upon the financial performance of the Company or subsidiary, as the case may be, and upon the individual’s level of responsibility, qualifications, time with the Company, contribution, performance, and the pay levels of similarly positioned executives in comparable companies. 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.

     Incentive Compensation. 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 of participating companies meeting certain service requirements during the fiscal year were eligible to participate in the profit-sharing plan. The aggregate contribution of the Company to the profit-sharing plan is set annually by the Board of Directors of the Company or subsidiary, as the case may be, and then allocated based on the eligible compensation of participants. Accordingly, 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 participating subsidiary, as the case may be, determines the amount of annual cash bonus, if any, separate from and in addition to the profit-sharing plan, for certain of the Executive Officers. These bonuses are based upon the financial

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performance (including profitability and/or revenues) of the Company or subsidiary, as the case may be, and upon the individual’s level of responsibility, qualifications, time with the Company, contribution, and performance, and upon the respective Board’s judgment as to the impact of the individual on the financial performance of the Company.

     Stock Awards. The Board of Directors adopted the Abrams Industries, Inc. 2000 Stock Award Plan on May 26, 2000. The Company’s shareholders subsequently approved the Stock Award Plan on August 23, 2000. It is the intent of the Stock Award Plan to provide the means through which employees, including Executive Officers, can build a financial stake in the Company, so as to align the employees’ economic interests with those of shareholders. The Stock Award Plan is designed to play an integral role in the ability of the Company to attract and retain key employees, directors and independent contractors. Equity ownership among employees is an incentive which can enhance the Company’s growth, profitability, and, accordingly, shareholder value.

     The Compensation Committee awarded a total of 12,600 shares of restricted stock and 150,616 options to purchase Common Stock to employees during fiscal 2002. In July 2002, the Compensation Committee awarded 1,200 shares of restricted stock to certain employees, and 609,000 stock options to the Company’s directors, certain employees and an independent contractor.

     Compensation Deductibility Policy. The Company does not anticipate that Section 162(m) of the Internal Revenue Code that limits the tax deduction for certain executive compensation at $1,000,000 will have any impact on the compensation policies of the Company.

     The tables included in this Proxy Statement and accompanying narrative and footnotes reflect the decisions covered by the above discussion.

     Submitted by the Compensation Committee of the Company’s Board of Directors.

Robert T. McWhinney, Jr., Chairman

L. Anthony Montag

Felker W. Ward, Jr.

AUDIT COMMITTEE REPORT

     The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended April 30, 2002, with management and the independent auditors, Deloitte & Touche LLP. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles.

     The discussions with the independent auditors also included the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

     The independent auditors provided to the Audit Committee the written disclosures and the letter regarding its independence as required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees). This information was discussed with the independent auditors.

     Based on discussions with management and the Company’s independent auditors, the Audit Committee’s review of the representations of management, and the report and independence letter of the independent auditors, the Audit Committee recommended to the Board of Directors that the

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audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K, to be filed with the Securities and Exchange Commission for the fiscal year ended April 30, 2002.

     After reviewing the adequacy of its charter with the Company’s independent auditors and counsel, the Audit Committee has reaffirmed its adoption of the charter that was approved in the prior fiscal year.

     Submitted by the Audit Committee of the Company’s Board of Directors.

Felker W. Ward, Jr., Chairman

Gilbert L. Danielson

Robert T. WcWhinney, Jr.

DIRECTORS COMPENSATION

     Currently, each Director is paid a retainer of $600 per month and a fee of $1,300 for each Board of Directors meeting attended. In addition, Directors who are members of a committee of the Board of Directors, but who are not Executive Officers of the Company, are paid a fee of $600 for each 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 a committee of the Board of Directors, respectively.

     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 or her 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, 2002, four members of the Board of Directors (including one Executive Officer who is also a Director) participated in the Deferred Compensation Plan.

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SHAREHOLDER RETURN

     Set forth below is a line graph comparing, for the five-year period ending April 30, 2002, the cumulative total shareholder return (assuming reinvestment of dividends) 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 companies in the Dow Jones U.S. Heavy Construction Index. The comparison assumes $100 was invested on April 30, 1997, in the Company’s Common Stock and in each of the indices shown. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

	4/30/97		4/30/98		4/30/99		4/30/00		4/30/01		4/30/02
Abrams Industries, Inc.	$	100.00	$	132.00	$	78.10	$	78.30	$	76.20	$	117.90
NASDAQ Stock Market (US Companies)		100.00		149.50		204.90		310.20		169.50		136.20
NASDAQ Retail Trade Stocks		100.00		53.50		156.10		116.50		90.70		121.50
Dow Jones U.S. Heavy Construction Index		100.00		93.76		85.47		104.17		147.49		134.85

INFORMATION CONCERNING THE COMPANY’S INDEPENDENT AUDITORS

     Deloitte Touche LLP were the independent public accountants for the Company for the year ended April 30, 2002. Representatives of Deloitte Touche 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.

     On October 25, 2001, the Company dismissed PricewaterhouseCoopers LLP as its principal accountants, and engaged Arthur Andersen LLP. Subsequently, on May 23, 2002, the Company dismissed Arthur Andersen LLP as its principal accountants, and engaged Deloitte & Touche LLP.

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Both decisions to change accountants were approved by the Audit Committee of the registrant. PricewaterhouseCoopers’ report on the financial statements of the Company for its fiscal year 2001 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principle. Arthur Andersen LLP did not report on the financial statements of the registrant in the past two fiscal years.

     In connection with PricewaterhouseCoopers’ audit for the Company’s fiscal year 2001 and the subsequent interim period through October 25, 2001, there were no disagreements with PricewaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers, would have caused them to make reference to the subject matter of the disagreements in their reports for such fiscal years. In connection with the period from the engagement of Arthur Andersen on October 25, 2001, through May 23, 2002, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen, would have caused them to make reference to the subject matter of the disagreements in the subsequent interim period.

     None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred during the Company’s fiscal year 2001 and the subsequent interim period through October 25, 2001, with respect to PricewaterhouseCoopers, nor did any such reportable events occur during the period from the engagement of Arthur Andersen on October 25, 2001, through May 23, 2002.

     During the Company’s last two fiscal years and the subsequent interim period through May 23, 2002, the Company did not consult Deloitte & Touche LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K, nor did the Company consult with Arthur Andersen regarding any such matters during the Company’s fiscal year 2001 and the subsequent interim period through October 25, 2001.

Audit Fees

     The aggregate fees for professional services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial statements for the fiscal year ended April 30, 2002, were $105,000, the aggregate fees of professional services rendered by Arthur Andersen LLP for the review of the Company’s financial statements included in Forms 10-Q were $15,000, and the aggregate fees of professional services rendered by PricewaterhouseCoopers LLP for the review of the Company’s financial statements included in Form 10-Q were $5,000.

Financial Information Systems Design and Implementation Fees

     There were no fees billed by the Company’s independent auditors for professional services rendered for information technology services relating to financial information systems design and implementation for the fiscal year ended April 30, 2002.

All Other Fees

     There were no fees billed by the Company’s independent auditors for services rendered to the Company, other than the audit fees described above.

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     The Audit Committee has considered whether the provision of non-audit services by its independent auditors is compatible with maintaining auditor independence.

SHAREHOLDER PROPOSALS

     In accordance with the provisions of Rule 14a-8(e) of the Securities and Exchange Commission, proposals of shareholders intended to be presented at the Company’s 2003 Annual Meeting of Shareholders must be received by the Company at its executive offices on or before March 24, 2003, in order to be eligible for inclusion in the Company’s Proxy Statement and form of proxy for that meeting. In addition, in accordance with the Company’s By-Laws, shareholder proposals intended to be presented at that meeting must be presented to the Secretary not less than sixty days prior to that meeting. 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 Meeting. However, if other matters should come before the 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

President and Chief Executive Officer

Atlanta, Georgia

July 22, 2002

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ABRAMS INDUSTRIES, INC.

This Proxy is Solicited by the Board of Directors for the Annual Meeting of Shareholders to Be Held on August 21, 2002.

   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 shares of Common Stock of Abrams Industries, Inc. at the Annual Meeting of Shareholders to be held in Atlanta, Georgia, on Wednesday, the 21st day of August, 2002, at 4:00 P.M., and at any and all adjournments thereof as follows:

(1) Election of Directors

o FORall nominees listed below (except as marked to the contrary below) o WITHHOLD AUTHORITYto vote for all nominees listed below

NOMINEES:  ALAN R. ABRAMS; DAVID L. ABRAMS; EDWARD M. ABRAMS; J. ANDREW ABRAMS; PAULA LAWTON BEVINGTON; GILBERT L. DANIELSON; MELINDA S. GARRETT; ROBERT T. McWHINNEY, JR.; B. MICHAEL MERRITT; L. ANTHONY MONTAG; AND FELKER W. WARD, JR.

(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” all of the nominees listed in Item 1. Unless instructions to the contrary are indicated in the space provided for in Item 1, this Proxy will be so voted.

(Continued and to be dated and signed on reverse side)

   The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated July 22, 2002, and the Proxy Statement furnished therewith.

Dated and signed:	, 2002
(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.