UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
Law Companies Group, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
(CUSIP Number)
Robert F. Dow, 2800 One Atlantic Center, 1201 West Peachtree Street,
Atlanta, Georgia 30309-3450
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 6, 1997
(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(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
432444.2
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CUSIP No. ________ Page 2 of 10
<TABLE>
<CAPTION>
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<C> <C>
1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Virgil R. Williams
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2 Check the Appropriate Box if a Member of a Group (a)|X|
(b)|_|
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3 SEC Use Only
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4 Source of Funds
BK
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
931,699(1)
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8 Shared Voting Power
931,699(1)(2)
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9 Sole Dispositive Power
931,699(1)
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10 Shared Dispositive Power
931,699(1)(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,398(1)(2)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
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13 Percent of Class Represented by Amount in Row (11)
49.6 percent
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
(1) Includes 481,699 shares of Common Stock issuable upon conversion of the
shares of 8% Cumulative Convertible Preferred Stock. Includes the
reporting person's 50% interest in a currently exercisable option to
purchase 900,000 shares of Common Stock. Does not include the reporting
person's 50% interest in options to acquire an aggregate of 203,000
shares of Common Stock which are not currently exercisable. Does not
include the reporting person's 50% interest in a warrant ("Warrant") to
purchase 963,398 shares of Common Stock. The Warrant is currently
exercisable but is cancellable to the extent that the Preferred Stock
is converted; hence, the reporting person may not both convert the
Preferred Stock and exercise the Warrant.
(2) Represents shares beneficially owned by the reporting person's
brother, James M. Williams, Jr..
432444.2
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CUSIP No. ________ Page 3 of 10
<TABLE>
<CAPTION>
====================================================================================================================
<C> <C>
1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
James M. Williams, Jr.
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2 Check the Appropriate Box if a Member of a Group (a)|X|
(b)|_|
- --------------------------------------------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds
PF
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
931,699(1)
- --------------------------------------------------------------------------------------------------------------------
8 Shared Voting Power
931,699(1)(2)
- --------------------------------------------------------------------------------------------------------------------
9 Sole Dispositive Power
931,699(1)
- --------------------------------------------------------------------------------------------------------------------
10 Shared Dispositive Power
931,699(1)(2)
- --------------------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,398(1)(2)
- --------------------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares |X|
- --------------------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
49.6 percent
- --------------------------------------------------------------------------------------------------------------------
14 Type of Reporting Person
IN
====================================================================================================================
SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
(1) Includes 481,699 shares of Common Stock issuable upon conversion of the
shares of 8% Cumulative Convertible Preferred Stock. Includes the
reporting person's 50% interest in a currently exercisable option to
purchase 900,000 shares of Common Stock. Does not include the reporting
person's 50% interest in options to acquire an aggregate of 203,000
shares of Common Stock which are not currently exercisable. Does not
include the reporting person's 50% interest in a warrant ("Warrant") to
purchase 963,398 shares of Common Stock. The Warrant is currently
exercisable but is cancellable to the extent that the Preferred Stock
is converted; hence, the reporting person may not both convert the
Preferred Stock and exercise the Warrant.
(2) Represents shares beneficially owned by the reporting person's brother,
Virgil R. Williams.
432444.2
<PAGE>
CUSIP No. ________ Page 4 of 10
Item 1. Security and Issuer
This statement relates to the Common Stock, $1.00 par value, of Law
Companies Group, Inc., a Georgia corporation (the "Company"). The principal
executive office of the Company is located at:
114 Townpark Drive, Suite 500
Kennesaw, Georgia 30144
Item 2. Identity and Background
1. (a) Virgil R. Williams is a person filing this statement.
(b) 2076 West Park Place, Stone Mountain, Georgia 30087.
(c) Chairman of the Board, President and Chief Executive
Officer of Williams Group International, Inc., a
construction, facilities maintenance and
environmental engineering firm.
(d) None.
(e) None.
(f) United States.
2. (a) James M. Williams, Jr. is a person filing this
statement.
(b) 2076 West Park Place, Stone Mountain, Georgia 30087.
(c) Vice Chairman of the Board of Williams Group
International, Inc., a construction, facilities
maintenance and environmental engineering firm.
(d) None.
(e) None.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration
On May 6, 1997, the reporting persons acquired 963,398 shares (the
"Shares") of the Company's 8% Cumulative Convertible Preferred Stock pursuant to
the terms of that certain Securities Purchase Agreement ("Securities Purchase
Agreement") dated March 21, 1997, among the Company and the reporting persons, a
copy of which is filed herewith as Exhibit 99.1. Pursuant to the Securities
Purchase Agreement, among other things, the reporting persons purchased at the
closing of the Securities Purchase Agreement, for an aggregate purchase price of
$10,000,000 ("Equity Investment"): (a) a number of shares of a newly created
class of Cumulative Convertible Redeemable Preferred Stock (the "Preferred
Stock") equal to one-half of the shares of Common Stock and common stock
equivalents for an aggregate of approximately one-third of such Common Stock and
common stock equivalents issued and outstanding at the closing of the Equity
Investment (the "Equity Investment Closing"), together with warrants to purchase
the same number of shares of Common Stock; (b) an option to purchase up to
900,000
432444.2
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CUSIP No. ________ Page 5 of 10
(declining to 200,000 over time) shares of Common Stock; and (c) options to
purchase additional shares of Common Stock representing one-half of the number
of shares subject to any incentive stock options granted as of the Equity
Investment Closing by the Company to certain optionholders, exercisable when and
if such incentive stock options are exercised (the "Plan Options"). However, the
reporting persons, for a period of four years from the consummation of the
Equity Investment, may not acquire more than 50% of the outstanding shares of
Common Stock without the approval of the Directors elected by the holders of
Common Stock. The source of funds for Virgil Williams' portion of the Equity
Investment was an existing unsecured line of credit with NationsBank of Georgia,
N.A. and the source of funds for James Williams' portion was a draw on his
margin account at Morgan Stanley & Co. A copy of the line of credit promissory
note is filed herewith as Exhibit 99.4.
Each share of Preferred Stock is convertible, at the option of the
holder, into one share of Common Stock (provided that the Correlating Warrant
(as defined below) for such share of Preferred Stock has not been exercised). If
a redemption occurs on or after the seventh anniversary of the Equity Investment
Closing then each share of Preferred Stock is convertible at the option of the
holder, into the "Adjusted Number" of shares of Common Stock (provided that the
Correlating Warrant for such share of Preferred Stock has not been exercised);
provided that as a result of such conversion (together with any simultaneous
conversions) all shares issuable pursuant to the Warrant have been issued. The
"Adjusted Number" will be an amount equal to the total number of shares of
Preferred Stock being converted multiplied by a fraction, the denominator of
which is the Exercise Price then in effect and the numerator of which is the
Original Issue Price. In no event will shares of Preferred Stock be convertible
into a number of shares of Common Stock that is greater than the total number of
shares of Common Stock that may be issued pursuant to the Warrant, taking into
account all prior and simultaneous conversions and exercises under the Warrant.
Upon any such conversion, the Correlating Warrant for each such share of
Preferred Stock so converted will be automatically cancelled, and each such
Correlating Warrant will be delivered, automatically cancelled and of no further
force or effect. To the extent that any shares of Preferred Stock remain
outstanding after such time as the Warrant has either expired or been fully
exercised, such shares of Preferred Stock will retain all rights granted to such
Preferred Stock under the Restated Articles of Incorporation of the Company
("Restated Articles") except for the right to convert.
In connection with the Securities Purchase Agreement, at the Equity
Investment Closing, the reporting persons received warrants to purchase 963,398
shares of Common Stock (the "Warrant") pursuant to the Warrant Agreement by and
between the Company and the reporting persons, which will expire upon the
earlier to occur of (i) the time when it has been exercised with respect to all
shares of Common Stock which the reporting persons are or may become entitled to
purchase, (ii) the time when shares of Preferred Stock have been converted into
the maximum number of shares of Common Stock into which such shares of Preferred
Stock may be converted, or (iii) twelve (12) years from the date of issuance
("Issuance Date"). Each Warrant will correlate directly with one share of
Preferred Stock acquired by the reporting persons pursuant to the Securities
Purchase Agreement (each Warrant, a "Correlating Warrant"). The Warrant is
exercisable at a price per share of Common Stock ("Exercise Price") of an amount
per share equal to $10,000,000 divided by the number of shares of Preferred
Stock purchased by the reporting persons under the Securities Purchase Agreement
(the "Original Issue Price") (calculated as of May 6, 1997, this price is $10.38
per share if the Warrant is exercised on or before June 30, 1998). If the
Warrant is exercised after June 30, 1998 and on or before December 31, 2000 (the
"Exercise Date"), then the Exercise Price will be determined as follows: (i) if
the Company meets or exceeds certain quarterly financial goals as determined by
the Board and set forth in the Amended Bylaws of the Company (collectively,
"Benchmarks") for the period commencing on the first day of the fiscal quarter
immediately following the fiscal quarter in which the Issuance Date occurs and
ending on the last day of the fiscal quarter immediately preceding the Exercise
Date (the "Relevant Period"), the Exercise Price will be equal to the Original
Issue Price, (ii) if the Company meets 60% or less of the cumulative Benchmarks
for the Relevant Period, the Exercise Price will be $.01, or (iii) if the
Company meets more than 60% but less than 100% of the cumulative Benchmarks for
the Relevant Period, the Exercise Price will be prorated on a straight-line
basis between $.01 and the Original Issue Price accordingly. (For example, with
the Original Issue Price of $10.38 if the Company meets 90% of the Cumulative
Benchmarks for the Relevant Period, the Exercise Price would be $7.79.) If the
Exercise Date is after December 31, 2000, the exercise price will be
432444.2
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CUSIP No. ________ Page 6 of 10
determined as set forth above, except that the Relevant Period will be the
period commencing on the first day of the fiscal quarter immediately following
the fiscal quarter in which the Issuance Date occurs and ending on December 31,
2000. Upon the exercise of the Warrant, the shares of Common Stock issued upon
such exercise will be subject to the restrictions set forth in the Preferred
Shareholder Agreement, a copy of which is filed herewith as Exhibit 99.2, and
otherwise be subject to the provisions of the Restated Articles and the Amended
Bylaws of the Company.
Item 4. Purpose of Transaction
The reporting persons currently intend to hold the shares for
investment.
(a) The reporting persons have no definite plans to
acquire additional securities. However, over a period of several years, the
option described in Item 3 above declines in terms of the number of shares that
may be acquired upon exercise, and the exercise price increases. The first
adjustment to the number of shares and the exercise price occurs in July 1998.
Although the purchase of additional shares does not appear attractive to the
reporting persons at the date of this Schedule 13D, if the Company achieves
certain anticipated financial goals, the reporting persons anticipate that they
may exercise the option and acquire shares of Common Stock.
(b) None.
(c) None.
(d) Certain material rights that are granted to the
reporting persons pursuant to the Securities Purchase
Agreement are summarized below.
Board Participation Rights. Pursuant to and
concurrently with the Equity Investment Closing, the
reporting persons were entitled to designate for
appointment six directors (or one less than a
majority of the Board if the Board is smaller or
larger than thirteen (13) members) while the holders
of the Common Stock will elect six (6) directors (the
"Common Stock Directors"). In addition, the reporting
persons had the right to approve one director nominee
submitted by the Common Stock Directors, such
approval not being unreasonably withheld. Thereafter,
the holders of a majority of the outstanding
Preferred Stock will be entitled to appoint six
directors or the number of directors necessary to
maintain a similar ratio of the total members of the
Board (the "Preferred Directors") and to approve one
director nominee submitted by the Common Stock
Directors (the "Swing Director"), such approval not
being unreasonably withheld. As long as shares of
Preferred Stock are outstanding, the Board will
consist of at least nine (9) members.
Effective upon the Equity Investment Closing, Andrew
J. Young, James I. Dangar, Clarence D. Zimmerman,
Fredrick J. Krishon and Geoffrey J. Brice, current
members of the Board, resigned and Bruce C. Coles,
Robert B. Fooshee, Walter T. Kiser, Clay E. Sams,
Peter D. Brettell and Frank B. Lockridge, current
members of the Board, were elected to remain on the
board as the Common Stock Directors. The reporting
persons have appointed Virgil R. Williams, James M.
Williams, Jr., Steven Muller, Thomas D. Moreland,
Michael D. Williams and Joe A. Mason, who serve as
the Preferred Directors. The Common Stock Directors
have nominated, and the Preferred Directors have
approved, John Y. Williams (no relationship to Virgil
R. Williams and James M. Williams, Jr.) to serve as
the seventh director ("Swing Director").
432444.2
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CUSIP No. ________ Page 7 of 10
Appointment of Additional Directors. After
consummation of the Equity Investment, if the Company
(a) fails to meet 80% of certain predetermined
financial performance criteria ("Benchmarks") for any
four consecutive fiscal quarters; (b) fails for the
four fiscal quarters ended June 30, 1998 to meet 70%
of its cumulative Benchmarks in such four fiscal
quarters; (c) fails for the four fiscal quarters
ended September 30, 1998 to meet 72.5% of its
cumulative Benchmarks in such four fiscal quarters;
(d) fails for the four fiscal quarters ended December
31, 1998 to meet 75% of its cumulative Benchmarks in
such four fiscal quarters; (e) fails for the four
fiscal quarters ended March 31, 1999 to meet 77.5% of
its cumulative Benchmarks in such four fiscal
quarters; (f) fails to meet 80% of its cumulative
Benchmarks for any four consecutive fiscal quarter
periods ending on or after June 30, 1999; or (g)
fails to make timely cash dividend payments on the
Preferred Stock for any six fiscal quarters (each, a
"Preferred Stock Event"), the size of the Board will
automatically increase to fifteen (15) members (or,
if the Board is larger of smaller than thirteen (13)
members, such number as required to accommodate the
appointment of two additional members), and the
holders of the Preferred Stock will have the right to
elect two (2) additional members of the Board (the
"Additional Directors"). In the event Additional
Directors are elected to the Board by reason of a
Preferred Stock Event, such directors will continue
to serve until the Company achieves 90% of its
cumulative Benchmarks for any four-quarter period (a
"Cure Event"), at which time such Additional
Directors will cease to serve and the Board shall
automatically revert to its size immediately prior to
the election of Additional Directors. If the holders
of the Preferred Stock become entitled to elect
Additional Directors a second time, such additional
Directors will be entitled to continue to serve so
long as any Preferred Stock remains outstanding,
after which time such Additional Directors will cease
to serve and the Board will automatically revert to
its size immediately prior to the election of
Additional Directors on such second occasion. If a
majority of the Preferred Directors propose in
writing to the full Board a plan of merger of share
exchange to which the Company would be a party, or
sale of all or substantially all of the assets of the
Company, the Board will have an obligation to submit
such proposal (with or without their recommendation)
to all shareholders for their consideration and vote.
If such proposal is not submitted to the shareholders
for a vote within 120 days (or such longer time as
may be required to comply with applicable law) after
such proposal is delivered in writing to the full
Board, then for the limited purpose of submitting
such merger proposal to the shareholders, the size of
the Board will be increased to fifteen (15) members
(or, in the case of a Board which is larger or
smaller than thirteen (13) members, such number as
required to accommodate the appointment of two
additional members) and the holders of the Preferred
Stock will have the right to elect two (2) Additional
Directors for the limited purpose of recommending and
submitting such plan to the shareholders, after which
time such Additional Directors will cease to serve
and the Board shall automatically revert to its size
immediately prior to the appointment of Additional
Directors.
(e) The Preferred Stock provides for 8% cumulative
dividends.
(f) The changes to the Company's corporate structure are
described in Item 3 above.
(g) Pursuant to the Restated Articles, so long as
Preferred Stock is outstanding, the Company shall
not, without the approval by vote or written consent
of a majority of the Preferred Directors, do the
following:
432444.2
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CUSIP No. ________ Page 8 of 10
1. amend the Articles in a manner that would
require approval of the holders of Preferred
Stock under Section 14-2-1004 of the Georgia
Business Corporation Code or amend the
Bylaws in a manner that would adversely
affect the rights, preferences or privileges
of, or restrictions on the Preferred Stock;
or
2. reclassify any outstanding shares of
capital stock of the Company into shares having rights, preferences or
privileges senior to or on parity with the Preferred Stock; or
3. authorize or issue any other equity
securities having rights or preferences
senior to or on parity with the Preferred
Stock, other than in connection with the
modification of subordinated notes in
existence on the Original Issue Date (as
defined below) or securities issued as part
of bank financings; or
4. engage in any transaction or series of
related transactions which would result in a change of ownership of more than
25% of the Company's equity securities; or
5. sell more than 25% of the Company's
operating assets in a single transaction or series of related transactions; or
6. enter into any proposed transaction or
series of related transactions in which the
Company issues securities, the result of
which has the effect of Issuing Common Stock
at less than the original issue price.
(h)-(j) None.
Item 5. Interest in Securities of the Issuer
(a)-(b) See Items 7-13 of the cover page.
(c) See Item 3. No other transactions in the Company's
Preferred Stock have been effected by the persons
named in Item 2 above within the last sixty days.
(d) Each of the reporting persons acknowledges that he is
a member of a group consisting of both reporting
persons. The reporting persons share equally the
voting and other rights granted under the Securities
Purchase Agreement. See Items 4(d) and 6.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See Item 4(d). The Securities Purchase Agreement includes, among other
things, (i) restrictions on the transfer of the Shares; and (ii) demand and
piggyback registration rights for the holders of the Shares. The Restated
Articles, a copy of which is filed herewith as Exhibit 99.3, includes certain
redemption rights. All or a portion of the Preferred Stock may be redeemed by
the Company, at a price equal to the original issue price plus any accrued but
unpaid Preferred Dividends with respect to each share, as described below. At
the option of the holder, all of such holder's Preferred Stock shall be redeemed
at any time on or after the seventh anniversary of the date upon which Preferred
Stock was originally issued pursuant to the Articles ("Original Issue Date").
Such redemption will
432444.2
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CUSIP No. ________ Page 9 of 10
be in cash for as many Shares as possible without violating any loan covenants
which the Company is subject, applicable law, or the terms of any contract which
was approved by at least a three-quarters affirmative vote of the Board. If the
Company is unable to redeem all of such Preferred Stock for cash, such holder
may, at its option, elect not to require the redemption of all or a portion of
the Preferred Stock or may require the Company, subject to compliance with
applicable law, to redeem the shares of Preferred Stock not redeemed for cash in
exchange for a senior subordinated note (a "Subordinated Note") of the Company
ranking pari passu with any other issue of the Company's most subordinated notes
outstanding, which Subordinated Note will bear interest, payable quarterly, at a
rate per annum equal to 5.5% above the yield on five-year treasury notes (the
"Interest Rate"), with principal payable one-third upon redemption, one-third
upon the first anniversary of the note, and the balance on the second
anniversary of the note, with such principal eligible for prepayment by the
Company without premium or penalty.
At the option of the holder, all of such holder's Preferred Stock may
be redeemed at any time during which the holders of the Preferred Stock are
entitled to elect Additional Directors, by exchanging such Preferred stock for a
Subordinated Note, the principal of which shall be due in three equal
installments on the seventh, eighth and ninth anniversaries of the Original
Issue Date.
At the option of the Company, as determined solely by the Common
Directors, all or a portion of the Preferred Stock may be redeemed on or after
the seventh anniversary of the Original Issue Date, but only in the event the
only form of consideration paid by the Company for such shares so redeemed is
cash.
Item 7. Material to be Filed as Exhibits
99.1* Securities Purchase Agreement dated March 21, 1997.
99.2** Preferred Stockholders Agreement dated May 6, 1997.
99.3** Restated Articles of Incorporation of Law Companies Group, Inc.
99.4 Promissory Note dated March 31, 1997.
99.5 Agreement of filing persons relating to filing of joint
statement per Rule 13d-1(f).
* Incorporated by reference to the Company's Definitive Proxy Statement filed
April 10, 1997.
** Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997, filed May 15, 1997 (File No. 0-19239).
432444.2
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CUSIP No. ________ Page 10 of 10
Signature.
After reasonable inquiry each of the undersigned certifies that to the
best of his knowledge and belief the information set forth in this statement is
true, complete and correct.
/s/ Virgil R. Williams Date May 15, 1997
Virgil R. Williams
/s/ James M. Williams, Jr. Date May 15, 1997
James M. Williams, Jr.
432444.2
NationsBank, N.A. (South)
Promissory Note
Date: March 31, 1997 Renewal
Amount: $5,500,000.00 Maturity Date: June 30, 1997
===============================================================================
Bank: Borrower:
NationsBank, N.A. (South) Virgil Williams
Banking Center: Financial Strategies 2076 W. Park Place
600 Peachtree Street, N.E. Stone Mountain, Georgia 30087
Atlanta, Georgia 30308-2214
County: Fulton County: DeKalb
===============================================================================
FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and
severally, if more than one) promises to pay to the order of Bank, its
successors and assigns, without setoff, at its offices indicated at the
beginning of this Note, or at such other place as may be designated by Bank, the
principal amount of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars
($5,500,000.00), or so much thereof as may be advanced in immediately available
funds, together with interest computed daily on the outstanding principal
balance hereunder, at an annual interest rate, and in accordance with the
payment schedule, indicated below.
[This Note contains some provisions preceded by boxes. If a box is marked, the
provision applies to this transaction; if it is not marked, the provision does
not apply to this transaction.]
1. Rate.
Prime Rate. The Rate shall be the Prime Rate, minus 0.50 percent, per
annum. The "Prime Rate" is the fluctuating rate of interest established by Bank
from time to time, at its discretion, whether or not such rate shall be
otherwise published. The Prime Rate is established by Bank as an index and may
or may not at any time be the best or lowest rate charged by Bank on any loan.
Notwithstanding any provision of this Note, Bank does not intend to charge and
Borrower shall not be required to pay any amount of interest or other charges in
excess of the maximum permitted by the applicable law of the State of Georgia;
if any higher rate ceiling is lawful, then that higher rate ceiling shall apply.
Any payment in excess of such maximum shall be refunded to Borrower or credited
against principal, at the option of Bank.
2. Accrual Method. Unless otherwise indicated, interest at the Rate
set forth above will be calculated by the actual/360 day method (a daily amount
of interest is computed for a hypothetical year of 360 days; that amount is
multiplied by the actual number of days for which any principal is outstanding
hereunder). If interest is not to be computed using this method, the method
shall be: .
3. Rate Change Date. Any Rate based on a fluctuating index or base
rate will change, unless otherwise provided, each time and as of the date that
the index or base rate changes. If the Rate is to change on any other date or at
any other interval, the change shall be: . In the event any index is
discontinued, Bank shall substitute an index determined by Bank to be
comparable, in its sole discretion.
4. Payment Schedule. All payments received hereunder shall be applied first to
the payment of any expense or charges payable hereunder or under any other loan
documents executed in connection with this Note, then to interest due and
payable, with the balance applied to principal, or in such other order as Bank
shall determine at its option.
Single Principal Payment. Principal shall be paid in full in a single
payment on June 30, 1997. Interest thereon shall be paid at maturity.
5. Revolving Feature.
[X] Borrower may borrow, repay and reborrow hereunder at any time, up to a
maximum aggregate amount outstanding at any one time equal to the principal
amount of this Note, provided, that Borrower is not in default under any
provision of this Note, any other documents executed in connection with this
Note, or any other note or other loan documents now or hereafter executed in
connection with any other obligation of Borrower to Bank, and provided that the
borrowings hereunder do not exceed any borrowing base or other limitation on
borrowings by Borrower. Bank shall incur no liability for its refusal to advance
funds based upon its determination that any conditions of such further advances
have not been met. Bank records of the amounts borrowed from time to time shall
be conclusive proof thereof.
[] Uncommitted Facility. Borrower acknowledges and agrees that,
notwithstanding any provisions of this Note or any other documents
executed in connection with this Note, Bank has no obligation to make
any advance, and that all advances are at the sole discretion of Bank.
[] Out-Of-Debt Period. For a period of at least ______ consecutive days
during []each fiscal year, [] any consecutive 12-month period, Borrower
shall fully pay down the balance of this Note, so that no amount of
principal or interest and no other obligation under this Note remains
outstanding.
6. Automatic Payment.
[] Borrower has elected to authorize Bank to effect payment of sums due under
this Note by means of debiting Borrower's account number __________. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
such payment in full on the due date thereof, or if Bank fails to debit the
account.
435918.1
-1-
<PAGE>
7. Loan Fee.
[] Upon the maturity of this Note, whether by demand, acceleration, or
otherwise, an administrative fee in the amount of $_________ shall be due and
payable.
8. Waivers, Consents and Covenants. Borrower, any endorser or guarantor hereof,
or any other party hereto (individually an "Obligor" and collectively
"Obligors") and each of them jointly and severally: (a) waive presentment,
demand, protest, notice of demand, notice of intent to accelerate, notice of
acceleration of maturity, notice of protest, notice of nonpayment, notice of
dishonor, and any other notice required to be given under the law to any Obligor
in connection with the delivery, acceptance, performance, default or enforcement
of this Note, any endorsement or guaranty of this Note, or any other documents
executed in connection with this Note or any other note or other loan documents
now or hereafter executed in connection with any obligation of Borrower to Bank
(the "Loan Documents"); (b) consent to all delays, extensions, renewals or other
modifications of this Note or the Loan Documents, or waivers of any term hereof
or of the Loan Documents, or release or discharge by Bank of any of Obligors, or
release, substitution or exchange of any security for the payment hereof, or the
failure to act on the part of Bank, or any indulgence shown by Bank (without
notice to or further assent from any of Obligors), and agree that no such
action, failure to act or failure to exercise any right or remedy by Bank shall
in any way affect or impair the obligations of any Obligors or be construed as a
waiver by Bank of, or otherwise affect, any of Bank's rights under this Note,
under any endorsement or guaranty of this Note or under any of the Loan
Documents; and (c) agree to pay, on demand, all costs and expenses of collection
or defense of this Note or of any endorsement or guaranty hereof and/or the
enforcement or defense of Bank's rights with respect to, or the administration,
supervision, preservation, or protection of, or realization upon, any property
securing payment hereof, including, without limitation, reasonable attorney's
fees, including fees related to any suit, mediation or arbitration proceeding,
out of court payment agreement, trial, appeal, bankruptcy proceedings or other
proceeding, in such amount as may be determined reasonable by any arbitrator or
court, whichever is applicable.
9. "Interest" Limited. As used in this Note and for the purposes of
Section 7-4-2 of the Official Code of Georgia Annotated, or any successor
thereto, the term "interest" does not include any fees (including, but not
limited to, the Loan Fee) or other charges imposed on Borrower in connection
with the indebtedness evidenced by this Note, other than the interest described
above.
10. Prepayments. Prepayments may be made in whole or in part at any time on any
loan for which the Rate is based on the Prime Rate. All prepayments of principal
shall be applied in the inverse order of maturity, or in such other order as
Bank shall determine in its sole discretion. No prepayment of any other loan
shall be permitted without the prior written consent of Bank. Notwithstanding
such prohibition, if there is a prepayment of any such loan, whether by consent
of Bank, or because of acceleration or otherwise, Borrower shall, within 15 days
of any request by Bank, pay to Bank any loss or expense which Bank may incur or
sustain as a result of such prepayment. For the purposes of calculating the
amounts owed only, it shall be assumed that Bank actually funded or committed to
fund the loan through the purchase of an underlying deposit in an amount and for
a term comparable to the loan, and such determination by Bank shall be
conclusive, absent a manifest error in computation.
11. Delinquency Charge. To the extent permitted by law, a delinquency charge may
be imposed in an amount not to exceed four percent (4%) of any payment that is
more than fifteen days late.
12. Events of Default. The following are events of default hereunder: (a) the
failure to pay or perform any obligation, liability or indebtedness of any
Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation,
whether under this Note or any Loan Documents, as and when due (whether upon
demand, at maturity or by acceleration); (b) the failure to pay or perform any
other obligation, liability or indebtedness of any Obligor to any other party;
(c) the death of any Obligor (if an individual); (d) the resignation or
withdrawal of any partner or a material owner/guarantor of Borrower, as
determined by Bank in its sole discretion; (e) the commencement of a proceeding
against any Obligor for dissolution or liquidation, the voluntary or involuntary
termination or dissolution of any Obligor or the merger or consolidation of any
Obligor with or into another entity; (f) the insolvency of, the business failure
of, the appointment of a custodian, trustee, liquidator or receiver for or for
any of the property of, the assignment for the benefit of creditors by, or the
filing of a petition under bankruptcy, insolvency or debtor's relief law or the
filing of a petition for any adjustment of indebtedness, composition or
extension by or against any Obligor; (g) the determination by Bank that any
representation or warranty made to Bank by any Obligor in any Loan Documents or
otherwise is or was, when it was made, untrue or materially misleading; (h) the
failure of any Obligor to timely deliver such financial statements, including
tax returns, other statements of condition or other information, as Bank shall
request from time to time; (i) the entry of a judgment against any Obligor which
Bank deems to be of a material nature, in Bank's sole discretion; (j) the
seizure or forfeiture of, or the issuance of any writ of possession, garnishment
or attachment, or any turnover order for any property of any Obligor; (k) the
determination by Bank that it is insecure for any reason; (l) the determination
by Bank that a material adverse charge has occurred in the financial condition
of any Obligor; or (m) the failure of Borrower's business to comply with any law
or regulation controlling its operation.
13. Remedies upon Default. Whenever there is a default under this Note (a) the
entire balance outstanding hereunder and all other obligations of any Obligor to
Bank (however acquired or evidenced) shall, at the option of Bank, become
immediately due and payable and any obligation of Bank to permit further
borrowing under this Note shall cease and terminate and/or (b) to the extent
permitted by law, the Rate of interest on the unpaid principal shall be
increased at Bank's discretion up to the maximum rate allowed by law, or if
none, 25% per annum (the "Default Rate"). The provisions herein for a Default
Rate shall not be deemed to extent the time for any payment hereunder or to
constitute a "grace period" giving Obligors a right to cure any default. At
Bank's option, any accrued and unpaid interest, fees or charges may, for
purposes of computing and accruing interest on a daily basis after the due date
of the Note or any installment thereof, be deemed to be a part of the principal
balance, and interest shall accrue on a daily compounded basis after such date
at the Default Rate provided in this Note until the entire outstanding balance
of principal and interest is paid in full. Upon a default under this Note, Bank
is hereby authorized at any time, at its option and without notice or demand, to
set off and charge against any deposit accounts of any Obligor (as well as any
money, instruments, securities, documents, chattel paper, credits, claims,
demands, income and any other property, rights and interests of any Obligor),
which at any time shall come into the possession or custody or under the control
of Bank or any of its agents, affiliates or correspondents, any and all
obligations due hereunder. Additionally, Bank shall have all rights and remedies
available under each of the Loan Documents, as well as all rights and remedies
available at law or in equity.
14. Non-Waiver. The failure at any time of Bank to exercise any of its options
or any other rights hereunder shall not constitute a waiver thereof, nor shall
it be a bar to the exercise of any of its options or rights at a later date. All
rights and remedies of Bank shall be cumulative and may be pursued singly,
successively or together, at the option of Bank. The acceptance by Bank of any
partial payment shall not constitute a waiver of any default or of any of Bank's
rights under this Note. No waiver of any of its rights
435918.1
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<PAGE>
hereunder, and no modification or amendment of this Note, shall be deemed to be
made by Bank unless the same shall be in writing, duly signed on behalf of Bank;
each such waiver shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank or the obligations of
Obligors to Bank in any other respect at any other time.
15. Applicable Law, Venue and Jurisdiction. This Note and the rights and
obligations of Borrower and Bank shall be governed by and interpreted in
accordance with the law of the State of Georgia. In any litigation in connection
with or to enforce this Note or any endorsement or guaranty of this Note or any
Loan Documents, Obligors, and each of them, irrevocably consent to and confer
personal jurisdiction on the courts of the State of Georgia or the United States
located within the State of Georgia and expressly waive any objections as to
venue in any such courts. Nothing contained herein shall, however, prevent Bank
from bringing any action or exercising any rights within any other state or
jurisdiction or from obtaining personal jurisdiction by any other means
available under applicable law.
16. Partial Invalidity. The unenforceability or invalidity of any provision of
this Note shall not affect the enforceability or validity of any other provision
herein and the invalidity or unenforceability of any provision of this Note or
of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.
17. Binding Effect. This Note shall be binding upon and inure to the benefit of
Borrower, Obligors and Bank and their respective successors, assigns, heirs and
personal representatives, provided, however, that no obligations of Borrower or
Obligors hereunder can be assigned without prior written consent of Bank.
18. Controlling Document. To the extent that this Note conflicts with or is in
any way incompatible with any other document related specifically to the loan
evidenced by this Note, this Note shall control over any other such document,
and if this Note does not address an issue, then each other such document shall
control to the extent that it deals most specifically with an issue.
19. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.
A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF
ANY BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT,
AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR
ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.
B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.
Borrower represents to Bank that the proceeds of this loan are to be used
primarily for business, commercial or agricultural purposes. Borrower
acknowledges having read and understood, and agrees to be bound by, all terms
and conditions of this Note and hereby executes this Note under seal as of the
date here above written.
NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Borrower:
(Seal)
Virgil Williams
435918.1
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EXHIBIT 99.4
The undersigned each hereby certifies and agrees that the above
Schedule 13D concerning securities issued by Law Companies Group, Inc. is being
filed on behalf of each of the undersigned.
/s/ Virgil R. Williams Date May 15,1997
Virgil R. Williams
/s/ James M. Williams, Jr. Date May 15,1997
James M. Williams, Jr.
