LAWRENCE INSURANCE GROUP, INC.
500 Fifth Avenue
New York, New York 10110
_______________
ANNUAL MEETING -- AUGUST 29, 1995
To the Stockholders of
Lawrence Insurance Group, Inc.:
You are cordially invited to attend the 1995 Annual Meeting of
your Company to be held at 10:00 a.m. on Tuesday, August 29, 1995
at 430 State Street, Schenectady, New York 12305.
A report of current affairs of your Company will be presented
at the Meeting.
It is earnestly requested that you sign, date and mail your
proxy card whether or not you plan to attend the Annual Meeting.
We are grateful for your assistance and express our
appreciation in advance.
Sincerely yours,
F. HERBERT BRANTLINGER
President and
Chief Executive Officer
August 9, 1995
LAWRENCE INSURANCE GROUP, INC.
500 Fifth Avenue
New York, New York 10110
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 29, 1995
_______________
To the Stockholders of Lawrence Insurance Group, Inc.:
Notice is hereby given that the 1995 Annual Meeting of
Stockholders of Lawrence Insurance Group, Inc. ("the Company"), a
Delaware corporation, will be held at 430 State Street,
Schenectady, New York 12305 on Tuesday, August 29, 1995 at 10:00
a.m., Eastern Daylight Savings Time, for the following purposes:
(1) To elect ten (10) directors to serve until the 1996 Annual
Meeting of Stockholders or until their respective successors
have been duly elected and qualified;
(2) To ratify the appointment by the Board of Directors of
Coopers & Lybrand L.L.P. as the independent accountants of
the Company to examine and report on the financial
statements for 1995; and
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The close of business on August 4, 1995 has been fixed, by the
Board of Directors, as the date for the determination of
Stockholders entitled to notice of and to vote at the 1995 Annual
Meeting, and only Stockholders of record at such date will be
entitled to vote. A list of Stockholders will be open to
examination by Stockholders during ordinary business hours for a
period of ten (10) days prior to the meeting at the offices of the
Company, 430 State Street, Schenectady, New York 12305.
By Order of the Board of Directors
BARBARA C. LAWRENCE,
Secretary
New York, New York
August 9, 1995
IMPORTANT
If you do not plan to attend this meeting, please sign and
return the enclosed proxy. No postage is required if mailed in the
United States. PLEASE MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
LAWRENCE INSURANCE GROUP, INC.
500 Fifth Avenue
New York, New York 10110
-----------------
ANNUAL MEETING OF STOCKHOLDERS
-----------------
PROXY STATEMENT
General Information
THE ACCOMPANYING FORM OF PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF LAWRENCE INSURANCE GROUP, INC. ("THE
COMPANY") FOR USE AT THIS ANNUAL MEETING OF THE COMPANY OR ANY
ADJOURNMENT THEREOF. THE PERSONS NAMED IN THE FORM OF PROXY HAVE
BEEN DESIGNATED AS PROXIES BY THE BOARD OF DIRECTORS. Such persons
are officers of the Company. Any Stockholder desiring to appoint
some other person to represent him at the Annual Meeting may do so
either by inserting such person's name in the blank space provided
in the enclosed form of proxy, or by completing another form of
proxy and, in either case, delivering the completed proxy to the
Secretary of the Company at the address indicated above, before the
time of the Annual Meeting. It is the responsibility of the
Stockholder appointing some other person to represent him to inform
such person of his appointment. The company has first mailed these
proxy materials to holders of shares of Common Stock, $.01 par
value ("Stockholders") on or about August 15, 1995. The company's
executive offices are located at 500 Fifth Avenue, New York,
New York 10110.
The proxies in the accompanying form which are properly
executed and duly returned to the Company and not revoked will be
voted as specified and, if no direction is made, will be voted for
Proposal 1, to elect each of Management's ten (10) nominees for
election as Directors, and in favor of Proposal 2, to ratify the
appointment of independent accountants. Stockholders may also be
asked to consider and take action with respect to such other
matters as may properly come before the Meeting or any adjournment
or adjournments thereof. Each proxy granted is revocable and may
be revoked at any time prior to its exercise by giving notice to
the Company of its revocation. A Stockholder who attends the
Meeting in person may, if he wishes, vote by ballot at the Meeting,
thereby canceling any proxy previously given. The outstanding
voting stock of the Company as of August 4, 1995, the record date,
consisted of 14,121,482 shares of Common Stock, $.01 par value
per share (the Common Stock"), with each share entitled to one
vote. Only Stockholders of record at the close of business on
August 4, 1995 are entitled to vote at the Meeting.
A copy of the Company's Annual Report for the year ended
December 31, 1994, is being mailed to Stockholders, simultaneously
herewith. The financial statements of the Company for the year
1
ended December 31, 1994, and the Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
three years ended December 31, 1994, contained in such Annual
Report, are specifically incorporated herein by reference and made
a part hereof.
The Company's subsidiaries include United Community Insurance
Company "UCIC", United Republic Insurance Company "URIC", Global
Insurance Company "Global", Senate Insurance Company "Senate",
Senate Syndicate, Inc. "Syndicate", and Senate National Life
Insurance Company "SNLIC". On July 7, 1994, UCIC, with the consent
of UCIC management, was placed in Rehabilitation by court
order. Consequently, LIG and UCIC management no longer exercise
any decision making authority or control over UCIC. As a result of
this loss of control, UCIC results are included only through the
date of the rehabilitation order on a deconsolidated basis.
2
OWNERSHIP OF VOTING SECURITIES
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by
each of the Company's Directors and by all Officers and Directors
as a group as of December 31, 1994. Except as otherwise indicated,
to the Company's knowledge all shares are beneficially owned, and
investment and voting power is held, by the persons named as
owners.
AMOUNT OF PERCENT OF
BENEFICAL OUTSTANDING
NAME OF BENEFICIAL OWNER OWNERSHIP SHARES
------------------------- --------- ------
Albert W. Lawrence (1) 6,587,071 46.6
F. Herbert Brantlinger (2) 2,873 *
Barbara C. Lawrence (3) 6,572,348 46.5
R. Wayne Diesel - *
Lawrence A. Shore 14,173 *
Nevin D. Harkness 300 *
Milos R. Knorr 3,000 *
William J. Mather (4) 27,716 *
Albert F. Kilts - *
Vincent P. Brennan 1,000 *
All Officers and Directors
as a group (1)(2)(3)(4) 13,208,481 93.5
------------
*Less than 1%
(1) Includes 6,572,197.5 shares held by Lawrence Group. In
addition, there are 8,374 shares in the account of Mr. Lawrence in
the 401(k) Plan.
(2) Includes 2,873 shares in the account of Mr. Brantlinger in the
401(k) Plan.
(3) Includes 6,572,197.5 shares held by Lawrence Group.
(4) Includes 26,839 shares in the account of Mr. Mather in the
401(k) Plan.
Under the securities laws of the United States, the Company's
Directors, its Executive Officers, and any persons holding more
than ten percent of the Company's common stock are required to
report their ownership of the Company's common stock and any
changes in that ownership to the SEC. Specific due dates for these
reports have been established and the Company is required to report
in this Form 10-K any failure to file by these dates during 1994.
In making these statements, the Company has relied upon the
written representations of its incumbent Directors and Officers and
its ten percent holders and copies of the reports that they have
filed with the SEC.
3
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide for the Company to have not
less than three nor more than twenty-one Directors. Management
proposes the election of the ten nominees named below to constitute
the entire Board of Directors of the Company until the next Annual
Meeting of Stockholders and until any successor shall be duly
elected and shall qualify. Each of the nominees is currently a
Director of the Company. In the event any nominee is unable or
declines to serve, which the Board does not anticipate, it is
intended that the proxies will be voted for the balance of those
named and for any substitute nominees that the Board may designate,
unless the Board has taken prior action to reduce its membership.
MANAGEMENT RECOMMENDS A VOTE "FOR" THIS PROPOSAL
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY ARE AS FOLLOWS:
The Directors and Executive Officers of the Company are as
follows:
Name Age Position
----------------------- ---- ---------------------
Albert W. Lawrence 66 Chairman of the Board
F. Herbert Brantlinger 55 Chief Executive Officer
President, Director
Albert F. Kilts 49 Treasurer, Chief Operating
Officer, Director
R. Wayne Diesel (1) 49 Director
Barbara C. Lawrence 66 Secretary, Director
Lawrence A. Shore (1) 67 Director
Nevin D. Harkness (2) 73 Director
Milos R. Knorr (2) 76 Director
William J. Mather 57 Director
Rita E. Harfield 51 Director
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee. All members of the Audit
Committee serve only as Directors and have no management
responsibilities with respect to the Company.
All Directors hold office until the next annual meeting of
stockholders and until their successors are duly elected and
qualified. Officers are elected annually by the Board of Directors
and serve at the discretion of the Board of Directors. All of the
Directors of the Company have served in their respective
directorship capacities since October 19, 1986, except Mr. Lawrence
and Mr. Shore who have been Directors since June 30, 1986, Mr.
Mather who became a Director on October 7, 1987, Mr. Brantlinger
who became a Director on December 14, 1989, Mr. Diesel who became
4
a Director on December 10, 1992, Mr. Kilts who became a Director on
December 8, 1994 and Ms. Harfield who became a director on March
30, 1995.
Albert W. Lawrence is the founder of Lawrence Group and its
subsidiaries. He is the Chairman of the Board and Chief Executive
Officer of Lawrence Group and has held various offices in the
subsidiaries of Lawrence Group since prior to 1989. Mr. Lawrence
serves as a Director of MTI.
F. Herbert Brantlinger has been Chief Executive Officer and
President of Lawrence Insurance Group, Inc. and UCIC since July
1990 and Chief Executive Officer and President of URIC since
September 1992. He also holds various offices in certain
subsidiaries of Lawrence Group. He also served as First
Executive Vice President of UCIC from September 1989 to July 1990.
Albert F. Kilts has been Vice President and Chief Operating
Officer of Lawrence Insurance Group, Inc. and UCIC since May, 1994.
He previously served as Corporate Auditor for Lawrence Management
Group, Inc. from August, 1991 through September, 1993 and as
Director of Claims - UCIC from October, 1993 until January, 1994
when he also assumed responsibility for the entire claims
operation. In December, 1994 he was also named as a Director, and
the Treasurer of Lawrence Insurance Group, Inc. From 1975 until
joining the Lawrence Group in August, 1991, Mr. Kilts was
affiliated with Key Corp. He held various financial executive
positions within the organization and most recently, served
as Senior Vice President of Banking Administration at the parent
company.
R. Wayne Diesel is President and Chief Executive Officer of
Mechanical Technology Incorporated, and serves on its Board of
Directors. Previously he served as President and Chief Financial
Officer of Lawrence Management Group, Inc. He became a Director of
the Company in 1992 and served as its Treasurer in 1993. Prior to
his association with the Lawrence Group, he was Administrative Vice
President of Key Corp, a bank holding company; and previously had
held various executive positions with the State of New York. He
serves as a Director of several companies.
Barbara C. Lawrence, the wife of Albert W. Lawrence, is the
Secretary of Lawrence Group, Inc. and has held other offices in
various subsidiaries of Lawrence Group, Inc. since prior to 1989.
She has been active in financial, philanthropic, civic and church
activities in New York and New England since 1950.
Lawrence A. Shore retired from the office of President of
Lawrence Management Group, Inc. during 1993, a position he held
since July, 1990. Mr. Shore also retired as Treasurer of the
Company, a position he had held since his appointment in 1991. In
5
his previous capacity with the Company, he served as Chief
Executive Officer and President of Lawrence Insurance Group, Inc.
and President of UCIC, offices which he had held since September
1986 and September 1985, respectively. Mr. Shore serves as
Chairman of the Board of MTI.
Nevin D. Harkness has been a Director of UCIC since October
1983. During 1993, Mr. Harkness retired from the position of Chief
Executive Officer and President of The Olympic Regional Development
Authority, Lake Placid, New York. Mr. Harkness has been involved
in the field of athletics as administrator and coach since prior to
1989 and is currently acting as a consultant to the Company
and its affiliates in the marketing of sports related coverages.
Milos R. Knorr is active as an independent consultant and
advisor in insurance, reinsurance and related fields, and acts as
an arbitrator. He also serves as a Director of several companies.
Prior to 1982, he held various senior executive positions with the
INA Group (now CIGNA), including head of European Reinsurance
Operations, President of INA Insurance Company of Canada and Senior
Vice President of INA Reinsurance Company.
William J. Mather is President of Global, Senate, SNLIC and
holds various offices in various subsidiaries of Lawrence Group.
He is currently the Chief Marketing Officer of Lawrence Group and
President of the Lawrence Agency Corp. where he has been employed
since prior to 1989.
Rita E. Harfield is currently Vice President and Senior
Underwriting Officer for UCIC, a position she has held prior to
1989. She has held various positions within Lawrence Group since
1976.
The Board of Directors met five times during 1994 and the
audit committee met twice during 1994. All directors attended 75%
or more of these meetings of the Board and appropriate committee
meetings.
On July 7, 1994, with the consent of UCIC, UCIC was placed in
Rehabilitation by order of the Supreme Court of the State of New
York, Schenectady County. Mr. Brantlinger was President of UCIC
at the time of the order and for several years prior. Mr. Diesel
had been Treasurer of UCIC at the time of the order and for several
years prior and Mr. Lawrence was Chairman of the Board of UCIC at
the time and for several years prior.
6
EXECUTIVE COMPENSATION
The following table sets forth all compensation that the
Company and its subsidiaries paid and/or accrued for the year ended
December 31, 1994 to the most highly compensated Executive Officer
whose total compensation from the Company and/or its subsidiaries
exceeded $100,000 during such year.
SUMMARY COMPENSATION TABLE
Name and Principal - F. Herbert Brantlinger
Position in Group - President & CEO of Company
---------------------------------------------------
Other Restricted All
Annual Stock LTIP Pay- Other
Compen- Awards Options/ outs Compen-
Year Salary($) Bonus($) sation($) ($) SARs ($) sation($)(2)
------------------------------------------------------------------
(3)1994 96,827 0
1993 201,400 2,014
(4)1992 205,273 2,053
-----------------
(1) The Company does not have any long-term compensation plans
based upon the issuance of restricted stock awards, stock options
and/or stock appreciation rights (SARs).
(2) This category includes Company contributions to the 401(k)
Plan.
(3) Effective July 7, 1994, control of UCIC was assumed by the
NYID. Amounts reported exclude compensation received subsequent to
that date.
(4) Salary paid in 1992 reflects 53 pay weeks, as compared to 52
in 1993.
The compensation of Albert W. Lawrence and Barbara C.
Lawrence, respectively, is paid by Lawrence Group and its
subsidiaries other than the Company.
In addition to the compensation reported above, some of the
Executive Officers received compensation from Lawrence Group and
its subsidiaries other than the Company.
7
Compensation Committee Interlocks and Insider Participation
Members of the Compensation Committee consisted of Lawrence A.
Shore, Chairman and Vincent P. Brennan prior to his resignation in
March, 1995 and R. Wayne Diesel. Mr. Shore was formerly President
and CEO of the Company and of UCIC prior to his retirement in 1991.
While Mr. Diesel was treasurer of LIG, he was also the Chief
Financial Officer for LIG's parent company and his compensation was
established at that level. There were no compensation interlocks.
Compensation programs for the Company's executive officers are
administered by the Compensation Committee of the Company's Board
of Directors. The Committee is composed of non-employee directors
who are not eligible to participate in any of the executive
compensation programs.
The Company's executive compensation policies are designed to
attract and retain qualified executives and ensure that their
efforts are directed toward the long-term interests of the Company
and the Company's shareholders. The executive compensation program
is designed to provide value to the executive only if individual
performance, Company performance versus budgeted earnings targets,
longer term earnings per share growth and share price appreciation
meet or exceed expectations while also taking into consideration
challenges faced by the Company. The policies have been held in
abeyance since the assumption of control of UCIC by the NYID.
For 1994, there was no change in compensation levels for
executive officers prior to the assumption of control of UCIC by
the NYID.
8
EXECUTIVE COMPENSATION
Five Year Performance Graph
Comparison of Five-Year Cumulative Returns Among the Company,
American Stock Exchange Composite ("AMEX") and the Insurance
Industry Listed Companies (1):
SEE APPENDIX GRAPH 1.
(1) Total Return Calculations provided by CRSP. The firm that
provided the service for 1992 is no longer providing that service.
The Stock Performance Graph, as presented above, reflects the
cumulative return on the common stocks of the Company, AMEX and the
Insurance Industry, respectively, assuming an original investment
in each of $100 on December 31, 1988 (the "base") and reinvestment
of quarterly dividends. Cumulative returns for each fiscal year
subsequent to 1988 are measured as a change from this base.
The Company's cumulative return tracked the AMEX and Insurance
indices through 1991. Since that time, the Company's return
declined substantially, as earnings have declined for 1992 and
reflected a substantial loss for 1993. Trading in the Company's
stock was halted on May 13, 1994, and no determination was made
for 1994.
9
EXECUTIVE COMPENSATION
Retirement Plans
UCIC, URIC and Global are participating employers in a profit
sharing plan under Section 401(k) of the Internal Revenue Code,
maintained by Lawrence Group (401(k) Plan). The 401(k) Plan covers
all employees of UCIC, URIC and Global who have completed one year
of service and have attained age twenty and one-half. Each year,
UCIC, URIC and Global contribute to the 401(k) Plan such amounts as
the Boards of Directors, in their discretion, may determine. In
addition, participants may elect to reduce their salary and to have
such amounts contributed by the Company to the 401(k) Plan. The
participants' accounts are fully vested at all times. The 401(k)
Plan was adopted effective as of January 1, 1986. The cost to the
Company, including UCIC through July 7, 1994 of the 401(k) Plan was
approximately $23,000, $66,000 and $63,000 for 1994, 1993 and 1992,
respectively. These costs include $2,000 in 1994, $4,000 in 1993
and $4,000 in 1992 for executive officers.
Directors' Fees
Directors of the Company are paid $600 for each regular
meeting of the Board of Directors which they attend.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid $0, $3,548,387 and $6,306,910 in dividends to
Lawrence Group in 1994, 1993 and 1992, respectively.
The Company and its subsidiaries supplemented the activities
that were performed in-house by obtaining various services from
AWL, a subsidiary of LAC, which is a subsidiary of Lawrence Group,
pursuant to agreements between the Company's subsidiaries and AWL.
Under the terms of the Agency Agreement, AWL and its affiliates
receive commissions when they are the agent for the transaction.
UCIC received a substantial portion of its written premiums through
AWL. In 1993 and 1992, UCIC incurred $21,902,732 and $22,757,553,
respectively, in commissions. AWL paid a substantial portion of
these commissions to external brokers and subagents. At December
31, 1993 and 1992, premiums receivable included $5,999,680 and
$5,871,812, respectively, due from AWL.
Under a management consultant agreement with AWL in effect
since 1982, UCIC received technical, accounting and management
assistance in various administrative areas. These costs were
$915,172 and $1,137,176 in 1993 and 1992, respectively. During
1992, AWL provided policy issuance and customer service functions
for UCIC on its auto assigned risk policies at a cost of $343,223.
There were no corresponding costs for 1993. AWL was reimbursed at
cost for the services under this agreement.
10
UCIC subleased various office space from LAC. Rent expense
totaled $493,169 for 1993 and $445,501 for 1992.
In September 1992, Global entered into a sublease agreement
with LAC to rent space located in Atlanta, Georgia. The sublease
is for a term ending on September 1, 1995. Annual rent expense is
$7,497 under this sublease.
The Company's subsidiaries held various notes receivable from
other Lawrence Group affiliates at December 31, 1994 and 1993. The
notes are included in Other Invested Assets on the accompanying
Consolidated Balance Sheets and amounted to $269,050 and $816,802
at December 31, 1994 and 1993, respectively. Interest rates
charged on these notes are Prime plus 1%. Interest income earned
with respect to these loans totalled $40,121, $106,496 and $186,885
for the years ended December 31, 1994, 1993 and 1992, respectively.
The Company and its subsidiaries hold mortgage loans from
employees of Lawrence Group as well as officers and directors of
the Company and its subsidiaries. These loans totalled $186,490
and $313,428 at December 31, 1994 and 1993, respectively.
Interestrates on the mortgages include variable and fixed rates,
with the fixed rates ranging from 7% to 8.5% and variable rates
ranging from one-year Treasury Bill rate plus 3% to Prime plus 1%.
UCIC paid $200,000 in 1993 and $75,000 in 1992 for advertising
to the Albany River Rats, an affiliate of Lawrence Group.
Senate ceded a portion of its A&H business to UCIC. Written
premiums ceded to UCIC under this arrangement amounted to
$1,462,492 in 1994. Benefits and other underwriting expenses ceded
to UCIC totalled $1,299,047. As a result of the reinsurance
arrangement, Senate's accounts reflect a net payable to UCIC of
$78,982 at December 31, 1994.
During 1994, UCIC performed various investment and management
services for Senate. The management fee charged by UCIC during
1994 amounted to $52,274.
Senate obtains a significant portion of its business from LAC
to which it pays commissions. These commission expenses totalled
$963,280, $942,461 and $849,969 in 1994, 1993 and 1992,
respectively. LAC pays a portion of these to external brokers and
subagents. Senate pays AWL for management servicesassociated with
Senate business. These payments were $60,000 annually for 1994,
1993 and 1992.
URIC invested $14,000,000 in the notes of Alpha Trust which in
turn invested in notes issued by Lawrence Group, which owns
approximately 93% of the Company.
11
URIC had several reinsurance agreements with UCIC that were
terminated prior to 1994. However, each company remains liable for
its obligations incurred for the periods of time the agreements
were in effect. At December 31, 1994, URIC had a net liability to
UCIC under these agreements of $1,488,000.
URIC incurred $59,817 in 1994 for certain management and
accounting services obtained from UCIC.
As of December 31, 1994 and 1993, the Company had income taxes
recoverable of $120,841 and $6,968,955, respectively. The amounts
for 1994 are due from various states while the amounts at December
31, 1993 were principally due from Lawrence Group pursuant to the
tax sharing agreement.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P., have been appointed by the Board of
Directors, upon the recommendation of the audit Committee of the
Board of Directors, as independent accountants for the Company to
examine and report on its financial statements for 1995.
Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the Meeting, with the opportunity to make a statement if
they desire to do so, and to be available to respond to appropriate
questions. The appointment of the independent accountants will be
ratified if it receives the affirmative vote of the holders of a
majority of the shares of the Company's Common Stock present at the
Meeting, in person or by proxy. Submission of the appointment of
the accountants to the Stockholders for ratification will not limit
the authority of the Board of Directors or its Audit Committee to
appoint another accounting firm to serve as independent accountants
if the present accountants resign or their engagement is otherwise
terminated.
The Board of Directors recommends a Vote "FOR" this proposal.
ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
Management does not know of any other matters to be
brought before the Meeting except those set forth in the notice
thereof. If other business is properly presented for consideration
at the Meeting, it is intended that the proxies will be voted by
the persons named therein in accordance with their judgment on
such matters.
12
Stockholder Approval
Approval of Proposals 1 and 2 requires the affirmative vote of
the holders of a majority of the total number of shares of Common
Stock represented at the Annual Meeting. Stockholders are entitled
to one vote per share on all matters submitted for consideration at
the Annual Meeting.
OTHER MATTERS
Absence of Dissenters' or Appraisal Rights
Under Section 262 of the Delaware General Corporation Law,
Stockholders have the right to dissent from certain corporate
actions. In such cases, dissenting Stockholders are entitled to
have their shares appraised and paid the fair value of their shares
provided that certain procedures perfecting their rights are
followed. The proposals described in this proxy statement do not
entitle a Stockholder to exercise any such dissenters' or appraisal
rights.
Form 10-K Annual Report
UPON WRITTEN REQUEST BY A STOCKHOLDER, THE COMPANY WILL
FURNISH THAT PERSON, WITHOUT CHARGE, A COPY OF THE FORM 10-K ANNUAL
REPORT FOR 1994 WHICH IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO. Requests should be addressed to Lawrence Insurance Group,
Inc., Attn: Public Relations Department, 3000 Troy Road,
Schenectady, New York 12309-1614.
Solicitation and Expenses of Solicitation
Officers and employees of the Company may solicit proxies.
Proxies may be solicited by personal interview, mail, telegraph and
telephone. Brokerage houses and other institutions, nominees and
fiduciaries will be requested to forward soliciting material to the
beneficial owners of Common Stock, and will be reimbursed for their
reasonable out-of-pocket expenses in forwarding such soliciting
material. the costs of preparing this Proxy Statement and all
other costs in connection with the solicitation of proxies for the
Annual Meeting of Stockholders are being borne by the Company. It
is estimated that said costs will be nominal.
Shareholder proposals
Shareholder proposals intended to be presented to next year's
Annual Meeting of Shareholders expected to be held during May,
1996, must be received by the Company by December 12, 1995 for
inclusion in the Company's proxy material relating to that meeting.
13
Your cooperation in giving this matter your immediate
attention and in returning your proxies promptly will be
appreciated.
By Order of the Board of Directors.
BARBARA C. LAWRENCE
Secretary
New York, New York
August 9, 1995
14
APPENDIX
GRAPH 1 - Five year performance graph has been filed in paper
format under Form SE in accordance with Reles 311 and 304(d)(1) of
Regulation S-T.
15
