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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
NO. 1
X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934 (Fee required)
For the fiscal year ended December 31, 1995.
___ Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from ___________ to ______________.
Commission file number 0-19239
LAW COMPANIES GROUP, INC
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(Exact name of registrant as specified in its charter)
Georgia 58-0537111
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporated or organization)
114 Townpark Drive, Kennesaw, GA 30144
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(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code 770-396-8000
Securities registered pursuant to
Section 12(b) of the Act: None
Securities pursuant to section 12(g) of the Act:
Common Stock, par value $1.00 per share
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(Title of class)
Class A Stock, par value $10.00 per share
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Paragraph 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of May 1, 1996.
Common Stock, $1 par value - $28,018,551
The number of shares outstanding of the Registrant's class of common stock as of
May 1, 1996.
Common Stock, $1 par value - 1,906,283
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EXPLANATORY NOTE:
The purpose of this amendment is to incorporate by reference the financial
statements and schedule of Law Companies Group, Inc. included in the Annual
Report on Form 10-K for the year ended December 31, 1995 in the Registration
Statements on Forms S-8 (File Nos. 33-46702, 33-48096 and 33-99114) certain of
which were inadvertently excluded from the independent auditor consents filed
with the Annual Report on Form 10-K on May 24, 1996.
2
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The Annual Report on Form 10-K of Law Companies Group, Inc. which was filed with
the Securities and Exchange Commission on May 24, 1996 is hereby amended by the
addition of Exhibits 23.03 and 23.04 to reflect the information required as of
March 31, 1996.
The following exhibits are filed as a part of this Annual Report:
Exhibit 23.03 Consent of Ernst & Young LLP
Exhibit 23.04 Consent of Coopers & Lybrand
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
LAW COMPANIES GROUP, INC.
Date: July 3, 1996 By: /s/ Bruce C. Coles
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Bruce C. Coles
Chairman of the Board of Directors
and Chief Executive Officer
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Exhibit 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-99114) pertaining to Law Companies Group, Inc. 401(k) Savings Plan of
our report dated March 29, 1996, except for Notes 3 and 7, as to which the date
is May 17, 1996 with respect to the consolidated financial statements and
schedule of Law Companies Group, Inc. included in the Annual Report (Form 10-K)
for the year ended December 31, 1995.
\s\Ernst & Young LLP
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Ernst & Young LLP
Atlanta, Georgia
June 27, 1996
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Exhibit 23.04
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Law Companies Group, Inc. on Forms S-8 (File Nos. 33-46702, 33-48096 and
33-99114) of our reports dated 22 March 1994, on our audits of the consolidated
financial statements and financial statement schedule of Gibb Africa
International Limited and subsidiaries as of 31 December 1993 and 1992, and for
each of the two years in the period ended 31 December 1993, which reports are
included in Law Companies Group, Inc.'s Annual Report on From 10-K as of 31
December 1995.
/s/Coopers & Lybrand
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Coopers & Lybrand
Limassol, Cyprus
26 June 1996
