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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 1996
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(October 28, 1996)
Law Companies Group, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 0-19239 58-0537111
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.
incorporation)
114 Townpark Drive, Suite 500, Kennesaw, Georgia 30144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 421-3400
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(Former name or former address, if changed since last report)
Exhibit Index at Page 4
PAGE 1 0F 6
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Item 5. Other Events.
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Law Companies Group, Inc. (the "Company") has entered into a preliminary
agreement to merge with PSI Holdings, Inc. ("PSI"), a Delaware corporation
controlled by Bain Capital, Inc. ("Bain"). There can be no assurance that the
Company will be able to reach a binding agreement of merger with PSI to allow
consummation of the proposed merger. Bain has issued a press release attached
hereto as Exhibit 99.1 and the Company has issued a letter to employees
attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits
99.1 -- Press Release issued October 28, 1996
99.2 -- Letter to Employees dated October 28, 1996
2
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LAW COMPANIES GROUP, INC.
By: /s/ BRUCE C. COLES
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Bruce C. Coles
Chairman of the Board of Directors, Chief
Executive Officer and President
Date: October 30, 1996
3
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Exhibit Index
Exhibit No. Description of Exhibits Page
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99.1 -- Press Release issued October 28, 1996 5
99.2 -- Letter to Employees dated October 28, 1996 6
4
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Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: DICK GAINES
OCTOBER 28, 1996 NICOLAZZO & ASSOCIATES
(617)227-4150
Law Companies Group, Inc. and Professional Service Industries, Inc.
In Preliminary Agreement to Merge
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BOSTON - Professional Service Industries, Inc. (PSI) and Law Companies
Group, Inc. have entered into a preliminary agreement to merge, it was announced
today. The transaction, which is scheduled to close in early 1997, will create
one of the world's leading engineering, construction and environmental
consulting service firms.
The new firm will have over 7,000 employees and aggregate revenues of
nearly $500 million from operations throughout North America, and through Law's
international subsidiary, Sir Alexander Gibb & Partners Ltd., Europe, Africa and
Asia.
Terms were not disclosed.
"This is a merger of complementary equals and a tremendous growth
opportunity for both of us," Bruce Coles, CEO of Law, and Steve Fitzer, CEO of
PSI, said in a prepared statement. "Together, we intend to grow market share by
leveraging our expanded geographic reach and ability to serve all our customers
with a broadened range of design, consulting and testing services."
PSI, based in Lombard, Illinois, is a nationally recognized leader in
engineering, environmental and constructions services. PSI is controlled by Bain
Capital, a Boston-based private investment firm with over $1 billion in capital
under management. Employee-owned and based in Atlanta, Georgia, Law is a
recognized global leader in the same field.
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Exhibit 99.2
[LOGO OF LAW ENGINEERING AND ENVIRONMENTAL SERVICES APPEARS HERE]
INTEROFFICE MEMO
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TO: ALL LAW EMPLOYEES
FROM: BRUCE C. COLES
DATE: OCTOBER 28, 1996
SUBJECT: RECAPITALIZATION UPDATE
I am pleased to bring you exciting news: We have entered into a preliminary
agreement to merge with PSI Holdings, Inc. to create a world leader in our
field.
The decision, which has been recommended by our financial advisor, Alex, Brown
& Sons Incorporated, culminates our recapitalization efforts. Our Board of
Directors has authorized management to enter into negotiations for a definitive
agreement for presentation to our shareholders.
The merger creates a unique growth opportunity for us. The combined company will
drive its growth with enhanced service lines, geographic reach and large project
offerings.
The merger will provide our shareholders with an improved financial structure,
greater flexibility and stability. It will provide our employees with career
growth opportunities and new and exciting professional challenges.
Beginning immediately is a period of due diligence. The process will involve the
exchange of information between many employees and managers of both companies.
Your help and support is most important and appreciated. At the same time, we
all must remain focused on day-to-day responsibilities.
I'm sure you will have countless questions. Please know that much remains to be
determined as we work through details of this complex merger, and some aspects
of this transaction must remain confidential. Patience from all of us will be
appreciated.
As we finalize the terms of the transaction and strategic plan, we will share
additional information. I have provided a copy of the press release for your
information.
