SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ /Preliminary Proxy Statement
/ /Confidential, for Use of the Commission Only
(as permitted by Rule 14A-6(e)(2))
/ X/Definitive Proxy Statement
/ /Definitive Additional Materials
/ /Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
LAW COMPANIES GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X/No Fee Required.
/ /$125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item
22(a)(2) of Schedule 14A.
/ /Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ /Fee paid previously with preliminary materials
/ /Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule Or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[OBJECT OMITTED]
April 5, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders of
Law Companies Group, Inc., which will be held at The Carter Center, One
Copenhill Avenue, N.E., 453 Freedom Parkway, Atlanta, Georgia 30307 on May 10,
1999, at 4:00 p.m. local time.
At the Annual Meeting, you will be asked to consider and vote upon the election
of seven directors. We strongly urge your favorable vote on the election of the
directors listed in the proxy statement. During the meeting we also will report
on the operations of the Company during the past year. Directors and officers of
the Company, as well as representatives of the Company's independent
accountants, Ernst & Young LLP, will be present to respond to appropriate
questions from shareholders.
Whether or not you plan to attend the Annual Meeting, it is important to
complete the enclosed proxy card and return it in the enclosed postage-paid
envelope as promptly as possible.
If you have any questions about the Proxy Statement or the 1998 Annual Report,
please let us hear from you.
Sincerely yours,
/s/ Bruce C. Coles
------------------------------
Bruce C. Coles
Chairman of the Board, President,
and Chief Executive Officer
<PAGE>
LAW COMPANIES GROUP, INC.
1105 Sanctuary Parkway, Suite 300
Alpharetta, Georgia 30004
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 10, 1999
-----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Law Companies
Group, Inc., a Georgia corporation (the "Company"), will be held at The Carter
Center, One Copenhill Avenue, N.E., 453 Freedom Parkway, Atlanta, Georgia 30307,
on May 10, 1999, at 4:00 p.m., local time for the following purposes:
(1) To elect seven directors to serve on the Board of Directors of the Company
until the 2000 Annual Meeting or until their successors are duly elected
and qualified; and
(2) To consider and take action upon any other business as may properly come
before the Annual Meeting or any postponements or adjournments thereof. The
Board of Directors is not aware of any other business to be presented to a
vote of the shareholders at the Annual Meeting.
Information relating to the above matters is set forth in the Proxy Statement
accompanying this Notice.
Only holders of record of Common Stock and Preferred Stock as of the close of
business on March 22, 1999 are entitled to notice of, and to vote at, the Annual
Meeting and any postponement or adjournment thereof.
By Order of the Board of Directors,
/s/ Ashley M. Hodges
---------------------------
Ashley M. Hodges
Secretary and General Counsel
Alpharetta, Georgia
April 5, 1999
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY MEANS OF THE
ENCLOSED PROXY CARD THAT YOU ARE REQUESTED TO SIGN, DATE AND RETURN AS SOON AS
POSSIBLE IN THE ENCLOSED ENVELOPE SO THAT WE MAY BE ASSURED OF A QUORUM TO
TRANSACT BUSINESS. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE
IN PERSON.
<PAGE>
LAW COMPANIES GROUP, INC.
1105 Sanctuary Parkway, Suite 300
Alpharetta, Georgia 30004
------------
PROXY STATEMENT FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD
ON MAY 10, 1999
-------------
This Proxy Statement and the accompanying proxy card are being furnished to the
shareholders of Law Companies Group, Inc., a Georgia corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at The Carter Center, One
Copenhill Avenue, N.E., 453 Freedom Parkway, Atlanta, Georgia 30307, on May 10,
1999 at 4:00 p.m., local time or at any postponement or adjournment thereof. The
Proxy Statement and accompanying proxy card are first being mailed or otherwise
distributed to shareholders on or about April 5, 1999.
VOTING
General
Holders of record of the outstanding shares of the Company's common stock, par
value $1.00 per share (the "Common Stock"), and holders of record of the
outstanding shares of the Company's Cumulative Convertible Redeemable Preferred
Stock, no par value per share (the "Preferred Stock" and together with the
Common Stock, the "Company Stock"), at the close of business on March 22, 1999
(the "Record Date") are entitled to one vote for each share held, in accordance
with the Company's Restated Articles of Incorporation (the "Articles of
Incorporation"), at the Annual Meeting as set forth in the Articles of
Incorporation and described herein. On the record date, 2,043,863 shares of
Common Stock and 963,398 shares of Preferred Stock were outstanding and eligible
to be voted at the annual meeting.
Vote Required and Quorum
The Articles of Incorporation provide that the holders of Common Stock and the
holders of Preferred Stock have unlimited voting rights, except that the holders
of Preferred Stock (a) shall only vote separately as a class with respect to (i)
the election of directors, (ii) on matters as provided in the Bylaws of the
Company, and (iii) as required by applicable law, and (b) shall not vote on
matters expressly reserved for approval solely by another class or series of
stock under the Georgia Business Corporation Code. Under the Articles of
Incorporation, so long as any shares of Preferred Stock remain outstanding, the
holders of Preferred Stock have the right to elect six Directors (the "Preferred
Directors") and the holders of the outstanding Common Stock have the right to
elect six Directors (the "Common Directors"). The holders of Common Stock also
have the right to elect one additional Director (the "Swing Director") nominated
by the Common Directors subject to the approval of the Preferred Directors,
which approval may not be unreasonably withheld. In accordance with the Articles
of Incorporation, the holders of Preferred Stock elected the six Preferred
Directors identified below by unanimous consent in advance of the Annual
Meeting. At the Annual Meeting, the holders of Common Stock will be asked to
vote for the election of the six nominees for Common Director and for the
nominee for Swing Director named below.
The presence, in person or by proxy, of a majority of the outstanding shares of
Common Stock is necessary to constitute a quorum at the Annual Meeting with
respect to the proposal to elect the Common Directors and the Swing Director. In
counting the votes to determine whether a quorum exists with respect to the
election of Common Directors and the Swing Director at the Annual Meeting, all
votes "for" and instructions to withhold authority to vote will be used. The
presence, in person or by proxy, of the holders of a majority of the aggregate
voting rights of the Common Stock and the Preferred Stock, treated as a single
class, is required to constitute a quorum at the Annual Meeting with respect to
any other matter that properly comes to a vote at the Annual Meeting and which
does not require voting by the Common Stock and Preferred Stock as separate
classes. In counting the votes to determine whether a quorum exists with respect
to any other proposals that properly arise at the Annual Meeting, the proposal
receiving the greatest number of all votes "for" or "against" and abstentions
(including instructions to withhold authority to vote) will be used.
<PAGE>
2
Holders of Common Stock on the Record Date should specify their choices with
regard to the election of the Common Directors and the Swing Director on the
enclosed proxy card.
A proxy may be revoked at any time before it is voted by (1) giving written
notice of revocation to the Secretary of the Company, (2) executing and
delivering to the Company at the address shown above a new proxy bearing a later
date, or (3) attending the Annual Meeting and voting in person. All properly
executed proxies, unless previously revoked, will be voted at the Meeting or at
any postponement or adjournment thereof in accordance with the directions given.
With respect to the election of Common Directors and the Swing Director, holders
of Common Stock may vote in favor of all nominees, withhold their vote as to all
the nominees, or withhold their vote as to specific nominees. The vote required
to elect the Common Directors and Swing Director is a plurality of the votes
cast by the holders of shares of Common Stock entitled to vote, provided a
quorum is present. As a result, votes that are withheld will not be counted and
will have no effect. The Board does not intend to present and knows of no others
who intend to present at the Meeting any matter of business other than the
matter set forth in the accompanying Notice of Annual Meeting of Shareholders.
However, should any such other matters (including shareholder proposals omitted
from this proxy statement in accordance with the rules and regulations of the
Securities and Exchange Commission ("SEC")) properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
the proxy in accordance with their best judgment.
At the Meeting, inspectors of election will determine the presence of a quorum
and tabulate the results of the voting by shareholders. The Company's shares of
Common Stock are owned of record and beneficially primarily by employees of the
Company, its subsidiaries and affiliates. Accordingly, the Company receives no
"broker non-votes."
On the Record Date, the Directors and executive officers of the Company owned or
controlled approximately 335,339 shares of Common Stock, constituting
approximately 16.41% of the outstanding Common Stock, and 963,398 shares of
Preferred Stock, constituting 100% of the outstanding Preferred Stock. As a
result, on any matters requiring the approval of the Common Stock and the
Preferred Stock voting as a single class, the Directors and executive officers
of the Company control approximately 43.19% of the Company Stock entitled to
vote.
A proxy card is enclosed for your use.
YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ACCOMPANYING ENVELOPE.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Management
The following table sets forth certain information, as of March 22, 1999,
regarding the beneficial ownership of Common Stock and Preferred Stock of each
executive officer named in the summary compensation table below (the "Named
Executive Officers"), each director and all directors and executive officers of
the Company as a group. Each person or group has sole voting and investment
power with respect to all shares of the Company Stock so owned, except as
otherwise noted.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned(1) Percent of Class
Name of Common Preferred Common Preferred
Beneficial Owner Stock Stock Stock Stock
- ---------------- ----- ------- ----- -----
<S> <C> <C> <C> <C>
Bruce C. Coles 42,751(2) 0 1.14% *
Peter D. Brettell 9,425(2) 0 * *
Robert B. Fooshee 13,000(2) 0 * *
Robert S. Gnuse 15,649(2) 0 * *
Walter T. Kiser 0 0 * *
Joe A. Mason 0 0 * *
Zell Miller 0 0 * *
Thomas D. Moreland 0 0 * *
Steven Muller 1,000 0 * *
Clay E. Sams 85,439 0 2.28% *
W. Allen Walker 14,004(2) 0 * *
Lawrence J. White 2,618(2) 0 * *
James M. Williams, Jr. 1,634,926(3)(4) 481,699(4) 43.67% 50%
John Y. Williams(7) 0 0 * *
Michael D. Williams 0 0 * *
Virgil R. Williams 1,634,926(3)(5) 481,699(5) 43.67% 50%
All executive officers,
directors and director
nominees as a group
(16 persons) 1,953,965(6) 963,398 52.19% 100%
- ----------------------
* Less than one percent
</TABLE>
(1) The number of shares of Company Stock beneficially owned by the persons
named in the table has been determined in accordance with SEC regulations
and includes shares subject to options or warrants which may be exercised,
and shares of Common Stock issuable upon conversion of Preferred Stock, in
each case within 60 days of March 22, 1999.
(2) The shares shown include the following number of shares that the named
executives may acquire upon exercise of options to purchase Common Stock:
Bruce C. Coles: 33,000; Peter D. Brettell: 9,000; Robert B. Fooshee:
13,000; Robert S. Gnuse: 4,600; W. Allen Walker: 9,000; Lawrence J.
White: 2,600.
<PAGE>
(3) The shares shown include (i) 481,699 shares of Common Stock that each of
the James M. Williams, Jr. Family Partnership, L.P. (the "Partnership") and
Virgil R. Williams may acquire upon conversion of Preferred Stock, (ii) an
aggregate of 963,398 shares issuable to the Partnership and Virgil R.
Williams upon exercise of Correlating Warrants (as defined in the Articles
of Incorporation) owned jointly by the Partnership and Virgil R. Williams,
and (iii) an aggregate of 584,028 shares that the Partnership and Virgil R.
Williams may acquire upon the exercise of the Options (as defined in the
Articles of Incorporation) owned jointly by the Partnership and Virgil R.
Williams. The number of shares of Common Stock issuable upon conversion of
Preferred Stock will be reduced by an amount equal to the number of shares
of Common Stock actually issued upon exercise of Correlating Warrants.
Likewise, the number of shares issuable upon exercise of Correlating
Warrants will be reduced by an amount equal to the number of shares of
Common Stock actually issued upon conversion of Preferred Stock.
(4) The shares shown are owned by the Partnership. James M. Williams, Jr. is a
general partner of the Partnership. Mr. Williams, by reason of his majority
interest in the Partnership, controls the right to vote the shares and
derivative securities and to engage in any action with respect to the
shares and derivative securities. The address of Mr. Williams and the
Partnership is 2076 West Park Place, Stone Mountain, Georgia 30087.
(5) Mr. Virgil R. Williams' address is 2076 West Park Place, Stone Mountain,
Georgia 30087.
(6) Includes 71,200 shares that may be acquired upon exercise of options to
purchase Common Stock, 963,398 shares issuable upon conversion of Preferred
Stock and/or exercise of Correlating Warrants, and 584,028 shares issuable
upon exercise of Options.
(7) John Y. Williams is of no relation with either James M. Williams, Jr.,
Virgil R. Williams or Michael D. Williams.
Principal Shareholders
The following table sets forth information, as of March 22, 1999, regarding the
ownership of Common Stock and Preferred Stock by each person known to the
Company to be the beneficial owner of more than 5% of the Company's Common Stock
or Preferred Stock.
Number of Shares
Beneficially Owned(1) Percent of Class
Name of Common Preferred Common Preferred
Beneficial Owner Stock Stock Stock Stock
- --------------------------------------------------------------------------------
James M. Williams, Jr. 1,634,926(2)(3) 481,699(3) 43.67% 50%
Virgil R. Williams 1,634,926(2) 481,699 43.67% 50%
James M. Williams, Jr.
Family Partnership, LP 1,634,926(2)(3) 481,699(3) 43.67% 50%
- ----------------------
(1) The number of shares of Company Stock beneficially owned by the persons
named in the table has been determined in accordance with SEC regulations
and includes shares subject to options or warrants which may be exercised,
and shares of Common Stock issuable upon conversion of Preferred Stock, in
each case within 60 days of March 22, 1999.
(2) The shares shown include (i) 481,699 shares of Common Stock that each of
the Partnership and Virgil R. Williams may acquire upon conversion of
Preferred Stock, (ii) an aggregate of 963,398 shares issuable to the
Partnership and Virgil R. Williams upon exercise of Correlating Warrants
owned jointly by the Partnership and Virgil R. Williams, and (iii) an
aggregate of 584,028 shares that the Partnership and Virgil R. Williams may
acquire upon the exercise of the Options owned jointly by the Partnership
and Virgil R. Williams. The number of shares of Common Stock issuable upon
conversion of Preferred Stock will be reduced by an amount equal to the
number of shares of Common Stock actually issued upon exercise of
Correlating Warrants. Likewise, the number of shares issuable upon exercise
of Correlating Warrants will be reduced by an amount equal to the number of
shares of Common Stock actually issued upon conversion of Preferred Stock.
(3) The shares shown are owned by the Partnership. James M. Williams, Jr. is a
general partner of the Partnership. Mr. Williams, by reason of his majority
interest in the Partnership, controls the right to vote the shares and
derivative securities and to engage in any action with respect to the
shares and derivative securities.
ELECTION OF DIRECTORS
General
Pursuant to the Articles of Incorporation and Bylaws of the Company, the Board
of Directors consists of thirteen directors. So long as any shares of Preferred
Stock remain outstanding, the holders of Preferred Stock have the right to elect
six Preferred Directors and the holders of the outstanding Common Stock have the
right to elect six Common Directors and one Swing Director. The Swing Director
is nominated by the Common Directors subject to the approval of the Preferred
Directors, which approval may not be unreasonably withheld. In accordance with
the Articles of Incorporation, the holders of Preferred Stock elected the six
Preferred Directors identified below by unanimous consent in advance of the
Annual Meeting. At the Annual Meeting, the holders of Common Stock will be asked
to vote for the election of the six nominees for Common Director and for the
nominee for Swing Director named below.
Each of the nominees has consented to serve as a director, if elected. Directors
hold office until the next Annual Meeting of Shareholders. It is not
contemplated that any of the nominees will be unable or unwilling to serve as a
Director; however, if that should occur, the Common Directors of the Board of
Directors may designate a substitute nominee or nominees (in which event the
persons named on the enclosed proxy card will vote the shares represented by all
valid proxy cards for the election of such substitute nominee or nominees) or
allow the vacancies to remain open until a suitable candidate or candidates are
located.
The Board of Directors unanimously recommends that the holders of Common Stock
vote "FOR" the proposal to elect Bruce C. Coles, Peter D. Brettell, Robert B.
Fooshee, Walter T. Kiser, Steven Muller, Clay E. Sams and John Y. Williams as
Directors for a one year term expiring at the 2000 Annual Meeting of
Shareholders and until their successors have been duly elected and qualified.
Background Of Common Director and Swing Director - Nominees
The following sets forth certain information as of March 22, 1999, with respect
to the nominees for the Common Directors and Swing Director.
BRUCE C. COLES, 54, joined the Company in September 1995 as Chairman of the
Board of Directors and Chief Executive Officer of the Company. In 1996, Mr.
Coles was elected President of the Company. He serves in a similar capacity with
various subsidiaries of the Company, including Law Engineering and Environmental
Services, Inc. and Gibb International Holdings, Inc. Mr. Coles currently serves
as a director of Williams Group International, Inc. which is owned by Virgil R.
Williams and James M. Williams, Jr.
From May 1994 through August 1995, Mr. Coles was President, Chief Executive
Officer and/or Chairman of Stone & Webster Incorporated, an international
engineering, consulting and construction services company. From June 1968 to
August 1995, Mr. Coles held various technical and management positions with
Stone & Webster Incorporated and its related affiliates. Mr. Coles also serves
on the National Board of Directors of Junior Achievement, the Board of
Councilors of The Carter Center, and the advisory council for the Accreditation
Board for Engineering and Technology.
PETER D. BRETTELL, 46, joined Gibb Ltd., a subsidiary of the Company, in 1975
and has served in various engineering and management positions. Mr. Brettell
serves as Chief Executive of Gibb Ltd. Since 1996, Mr. Brettell has been a
Director of the Company.
<PAGE>
ROBERT B. FOOSHEE, 56, joined the Company in January 1996 as Executive Vice
President and Chief Financial Officer. Mr. Fooshee also serves as Treasurer of
the Company. Mr. Fooshee has been a Director of the Company since 1996. Prior to
joining the Company, Mr. Fooshee provided consulting services for RBF &
Associates, a financial consulting company, from February 1995 until joining the
Company. From August 1994 through January 1995, Mr. Fooshee was Executive Vice
President and Chief Financial Officer for Eddie Haggar Limited, an apparel
manufacturing and marketing company. From June 1992 until August 1994, Mr.
Fooshee was Chief Financial Officer for The Fresh Market, a retail gourmet
grocery company. From April 1986 until June 1992, Mr. Fooshee was Chief
Financial Officer for Kayser-Roth Corporation, a consumer products company.
STEVEN MULLER, 71, has served as a Director of the Company since March 1991. Dr.
Muller is President Emeritus of The Johns Hopkins University where he served as
President from 1972 to 1990. Dr. Muller is also a director of VKAC Closed End
Funds, Beneficial Corporation, and Organization Resources Counselors, Inc.
WALTER T. KISER, 62, joined the Company in 1962 and held various engineering and
management positions with the Company, including Chairman and Chief Executive
Officer of Law Companies Engineering Group, Inc., a subsidiary of the Company,
from 1991 until his retirement in 1993. He served as Chairman and Chief
Executive Officer of Law Engineering, Inc., a subsidiary of the Company, from
1989 until 1991, and served as President of the Company from March 1985 until
December 1988. Additionally,from 1977 to 1993, Mr. Kiser served as a Director of
the Company. Mr. Kiser returned as a Director in 1995 and continues to serve in
that capacity. Mr. Kiser also serves as a director of Atlantech International
and EvCo Research.
CLAY E. SAMS, 57, joined the Company in 1964. Since December 1979, he has served
as Vice President of Law Engineering and Environmental Services, Inc. and its
predecessors, and Corporate Geotechnical Consultant of the various subsidiaries
of the Company. Prior thereto, he served in various engineering and management
positions with the Company. Mr. Sams has been a Director of the Company since
1993.
JOHN Y. WILLIAMS, 55, has served as a Director of the Company since 1995 and has
been nominated as the Swing Director. Mr. Williams has been a Managing Director
of Equity South Partners, L.P., a merchant banking partnership, since January
1995 and of its affiliate Grubb & Williams, Ltd. since 1987. Mr. Williams also
serves as a director of Tech Data Corporation.
Background Of Preferred Directors
The following sets forth certain information as of March 22, 1999 regarding the
Preferred Directors. In accordance with the Articles of Incorporation, each of
the Preferred Directors was nominated by the Preferred Directors and elected as
a Director by unanimous consent of the holders of Preferred Stock and will serve
as a Director until the 2000 Annual Meeting of Shareholders (or unanimous
consent in lieu thereof) or until his successor is elected and qualified.
JOE A. MASON, 49, has been a Director of the Company since May 1997. Since April
1997, Mr. Mason has been employed by Messrs. Virgil R. Williams and James M.
Williams, Jr. to provide financial oversight of their various interests. Mr.
Mason is a certified public accountant. He served as a manager of the accounting
firm of Smith & Radigan, Atlanta, Georgia from 1994 to April 1997. From 1988
through 1994, Mr. Mason served as President and controlling shareholder of Bank
Consultants, Inc., a management consulting company serving the banking industry.
THOMAS D. MORELAND, 65, serves as President and Chief Executive Officer of
Moreland Altobelli Associates, Inc., a civil engineering firm owned by Mr.
Moreland with Virgil R. Williams, James M. Williams, Jr., and Stephen Moreland.
He has held this position for more than five years. Prior to such time, he was
the Chief Operating Officer of Williams Service Group, Inc., a division of
Williams Group International, Inc. He has served as Director of the Company
since May 1997.
<PAGE>
ZELL MILLER, 66, served as Governor for the state of Georgia from 1990 through
1998. He has been a Director of the Company since February 1999. Mr. Miller is
also a director of Gray Communications, Post Properties, Georgia Power, and
United Community Bank of Blairsville. In addition, Mr. Miller is a Distinguished
Professor of Higher Education and the first holder of the Philip H. Alston, Jr.
Chair at the University of Georgia.
JAMES M. WILLIAMS, JR., 66, has served as Vice Chairman of the Board of Williams
Group International, Inc. and its predecessors for more than the past five
years, and as Director of the Company since May 1997. Mr. Williams, Jr. is a
graduate of the Georgia Institute of Technology, holding a degree in Chemical
Engineering. He, together with Virgil R. Williams, his brother, controls a
variety of communications, industrial, environmental and engineering firms. Mr.
Williams, Jr. is the uncle of Michael D. Williams.
MICHAEL D. WILLIAMS, 34, is owner and President of Georgia Tractors, Inc., an
agricultural and industrial equipment dealership company. He has served as Vice
President and a director of Williams Group International, Inc. since 1985, and
is also a director of First Newton Bank, Covington, Georgia. Mr. Williams is the
son of Virgil R. Williams and a nephew of James M. Williams, Jr. He has been a
Director of the Company since May 1997.
VIRGIL R. WILLIAMS, 59, has served as Chairman of the Board, President and Chief
Executive Officer of Williams Group International, Inc., a construction,
facilities maintenance and environmental engineering firm, and its predecessors
for more than the past five years. He has served as a Director of the Company
since May 1997. Mr. Williams is a graduate of the Georgia Institute of
Technology and holds a degree in Industrial Engineering. He, together with James
M. Williams, controls a variety of communications, industrial, environmental and
engineering firms, and he currently serves on the Board of Directors of
NationsBank, the Georgia Chamber of Commerce and as a trustee for Young Harris
College, the Georgia Research Alliance, the Georgia Conservancy, and the Georgia
Tech Foundation. Mr. Williams is the brother of James M. Williams, Jr. and the
father of Michael D. Williams.
Meetings And Committees Of The Board
The Board met four (4) times during 1998. All members of the Board attended at
least 75 percent of the meetings of the Board and the various committees of the
Board of which they are members.
FINANCE & AUDIT COMMITTEE: Current members are Messrs. John Y. Williams
(Chairman), Brettell, Mason, Kiser, Sams, James M. Williams, Jr., and Coles (ex
officio). The Finance and Audit Committee met four (4) times during 1998. This
committee monitors the financial plans and performance of the Company, meets
with the outside auditors and reviews the scope of audit activities and the
recommendations of the auditors, and reviews other matters related to accounting
and auditing.
COMPENSATION COMMITTEE: Current members are Messrs. Muller (Chairman), Fooshee,
John Y. Williams, Virgil R. Williams and Coles (ex officio). The Compensation
Committee met six (6) times during 1998. The Committee generally administers
matters relating to executive compensation. This includes recommendation of
salary levels. This committee makes recommendations concerning approval of the
variable compensation plan and administration thereof.
NOMINATING COMMITTEE: Current members are Messrs. John Y. Williams (Chairman),
Muller, Coles, Sams and Brettell. The Nominating Committee met two (2) times
during 1998. This committee recommends to the Board nominees for election to the
Board and to the Board Committees.
Compensation Of Directors
The Company pays its non-employee Directors $3,000 per quarter for their
services, $2,000 for each Board meeting attended and $1,000 for each Board
Committee meeting attended. Committee chairmen receive an additional $1,500 per
meeting chaired. The Company also reimburses all of its Directors for reasonable
expenses incurred in connection with attending Board meetings and Board
Committee meetings.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation paid
during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the four other most highly compensated persons who
served as executive officers during 1998.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
-------------------- -----------------------------
Securities
Underlying All Other
Name & Principal Position Year Salary Bonus Options(#) Compensation(1)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bruce Coles 1998 $600,018 $256,992 15,000 $88,415(2)
Chairman of the Board, 1997 550,014 159,388 -- 58,325(2)
President, and Chief 1996 550,014 -- 75,000(3) 65,029(2)
Executive Officer
Robert Fooshee 1998 $221,558 $ 70,935 5,000 $ 7,066(5)
Executive Vice President, 1997 210,018 45,645 30,000(3) 10,055(5)
Chief Financial Officer, 1996 195,417(4) -- 20,000 50,692(5)
Treasurer, and Director
William Allen Walker 1998 $181,230 $ 58,466 5,000 $ 9,921(6)
Executive Vice President 1997 161,990 29,340 20,000(3) 8,851(6)
1996 150,010 -- 2,500 7,219(6)
Robert S. Gnuse 1998 $146,744 $ 16,888 3,000 $ 6,120(7)
Senior Vice President 1997 140,005 14,301 10,000(3) 8,549(7)
1996 125,008 -- 1,500 7,320(7)
Lawrence J. White 1998 $136,817 $ 32,430 3,000 $ 6,466(8)
Senior Vice President 1997 131,997 -- 5,000(3) 6,788(8)
1996 127,899 -- 1,500 6,174(8)
- -------------------------------
</TABLE>
(1) This column includes auto allowance, life insurance premiums, health
insurance, and club dues.
(2) The amounts represented also include the Company's matching contributions
to the Law Companies Group, Inc. 401(k) Savings Plan (the "401(k) Plan") of
$3,200 in 1998, $3,200 in 1997 and $2,250 in 1996, and the Company's
contributions to the Supplemental Executive Retirement Plan in the amount
of $72,257 in 1998, $46,655 in 1997 and $43,603 in 1996.
(3) The options were granted in connection with the cancellation of the named
executive's previously owned options.
(4) Salary amount for Mr. Fooshee represents a partial year's salary since Mr.
Fooshee joined the Company in early 1996.
(5) The amounts represented also include the Company's matching contributions
to the 401(k) Plan in the amount of $2,894 in 1998, $3,200 in 1997 and
$1,731 in 1996, and relocation expenses in 1996.
(6) The amounts represented also include the Company's matching contributions
to the 401(k) Plan in the amount of $3,200 in 1998, $3,108 in 1997, and
$1,904 in 1996.
(7) The amounts represented also include the Company's matching contributions
to the 401(k) Plan in the amount of $2,935 in 1998, $2,684 in 1997, and
$2,524 in 1996.
(8) The amounts represented also include the Company's matching contributions
to the 401(k) Plan in the amount of $2,736 in 1998, $2,536 in 1997, and
$1,919 in 1996.
<PAGE>
Employment Contracts And Termination Of Employment Arrangements
The Company entered into employment agreements with each of Messrs. Coles,
Fooshee, and Walker effective May 6, 1997. In the case of Messrs. Coles and
Fooshee the new employment agreements, upon their execution, extinguished
entirely their previously existing employment agreements. The new employment
agreements provide for initial base salaries at the rates in effect at the time
of signing, and salaries will be subject to annual upward adjustment (but not
decreased) in the discretion of the Chairman of the Board and the Compensation
Committee.
The employment agreements also provide that if Messrs. Coles, Fooshee, and
Walker are terminated "without cause" (a) within two years from May 6, 1997,
they will be entitled to receive two years of compensation plus benefits or (b)
after two years from May 6, 1997, they will be entitled to receive one year of
compensation plus benefits. However, if such termination follows a "Change of
Control" of the Company to an entity other than Virgil R. Williams or James M.
Williams, Jr. or an entity controlled by them, or another entity who is not a
permitted transferee thereunder, then each of the executives will be entitled to
receive up to two years of compensation at their current compensation levels
regardless of whether termination occurs within two years of May 6, 1997. A
"Change of Control" means than an individual or entity or related groups of
entities or individuals obtains (i) the beneficial ownership or power to vote
more than fifty (50%) percent of the outstanding securities of the Company; or
(ii) the right to elect a majority of the Board.
Option Grants
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Number Of % Of Total Potential Realized Value At
Securities Options Assumed Annual Rates
Underlying Granted To Exercise Of Stock Price Appreciation
Options Employees Price Per For Option Term
---------------
Name Granted(1) In 1998 Share Expiration Date 5% 10%
- ---- ---------- ------- ----- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Coles 15,000 16.85% $19.54 May 15, 2008 $ 220,218 $501,595
W. Allen Walker 5,000 5.62% $19.54 May 15, 2008 $ 73,406 $167,198
Robert B. Fooshee 5,000 5.62% $19.54 May 15, 2008 $ 73,406 $167,198
Robert S. Gnuse 3,000 3.37% $19.54 May 15, 2008 $ 44,044 $100,319
Lawrence J. White 3,000 3.37% $19.54 May 15, 2008 $ 44,044 $100,319
</TABLE>
(1) The options granted in 1998 vest 20% on the first anniversary of the date
of grant, 20% on the second anniversary of the date of grant, 20% on the
third anniversary of the date of grant, 20% on the fourth anniversary of
the date of grant, and 20% on the fifth anniversary of the date of grant.
The Company did not grant any stock appreciation rights during 1998.
Options Exercised During 1998 And Year End Option Values
As indicated in the table below, the Named Executive Officers did not exercise
any options during the fiscal year ended December 31, 1998. The table also sets
forth (i) the number of shares covered by unexercised options (both exercisable
and unexercisable) as of December 31, 1998, and (ii) the respective values of
"in-the-money" options, which represents the positive spread between the
exercise price of existing options and the fair market value of the Company's
Common Stock at December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options at December 31, In-the-Money Options at
1998 (#) December 31, 1998 ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized Unexercisable Unexercisable(1)
($)
- ------------------- ----------------- ----------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Bruce C. Coles 0 0 30,000 / 60,000 $300,300 / $482,100
Robert B. Fooshee 0 0 6,000 / 29,000 $ 54,240 / $227,510
W. Allen Walker 0 0 4,000 / 21,000 $ 36,160 / $155,190
Robert S. Gnuse 0 0 2,000 / 11,000 $ 18,080 / $ 78,650
Lawrence J. White 0 0 1,000 / 7,000 $ 9,040 / $ 42,490
</TABLE>
(1) There is currently no established trading market for shares of the
Company's Common Stock. The information regarding the market price of the
stock is based on two independent appraisals as of December 31, 1998. These
appraisals were conducted in accordance with the terms of the Company's
401(k) Plan. No assurances can be given that the appraisals reflect the
actual price at which the Common Stock has traded or would have traded had
there been an open or public market for the Common Stock.
Pension And Retirement Benefits
Retirement Pension Plan. The Law Companies Group, Inc. Pension Plan (the
"Retirement Pension Plan") is intended to be a tax-qualified defined benefit
pension plan. The Retirement Pension Plan covers certain employees of the
Company and participating affiliated companies who attain age 21 and who
complete 1,000 hours of service during twelve consecutive months of employment
with the Company and/or participating subsidiaries prior to the freeze date (as
defined below). Employees who are leased employees, who are represented by a
collective bargaining agent or who are nonresident aliens with no U.S. income
are not covered by the Retirement Pension Plan.
Benefits under the Retirement Pension Plan are based upon length of service with
the Company and participating affiliated companies, with benefit provisions that
vary dependent on when the participant terminates employment with the Company or
participating affiliated companies, or whether the employee takes early, normal
or deferred retirement. A participant's benefits are also based on the
participant's earnings for the three consecutive years of highest compensation
during his or her final 120 months of employment with the Company and/or
participating affiliated companies. The compensation that is taken into account
in determining the participant's highest average compensation is the
participant's annualized basic rate of pay including statutorily required
overtime, but not including bonuses, commissions, or other nonrecurring
compensation such as project pay, overseas pay or other premium pay.
The amount of a participant's compensation taken into account for Retirement
Pension Plan benefit purposes is limited by the Internal Revenue Code to an
indexed amount ($160,000 in 1997). Benefits under the Retirement Pension Plan
are "integrated" with (and therefore take into account) Social Security.
A participant's benefit under the Retirement Pension Plan will generally become
vested upon the completion of five years of service with the Company and/or
participating affiliated companies.
The Retirement Pension Plan was "frozen" effective March 28, 1997 (the "Freeze
Date"). No further employees will become eligible to participate in the
Retirement Pension Plan after the Freeze Date, and no further benefits will
accrue after the Freeze Date under the Retirement Pension Plan for any
participant. Service after the Freeze Date will be taken into account for
vesting purposes only, and compensation after the Freeze Date will not be taken
into account.
The Named Executive Officers of the Company had accrued the following estimated
annual retirement benefits under the Retirement Pension Plan as of the Freeze
Date: Bruce C. Coles--$4,842; W. Allen Walker--$16,272; Robert B.
Fooshee--$3,861; Robert S. Gnuse --$35,807, and Lawrence J. White--$7,329. No
further benefits will accrue under the Retirement Pension Plan for any of the
Named Executive Officers after the Freeze Date. The annual retirement benefit
given for each Named Executive Officer is based on his retirement at age 65 and
election of payment of benefits in the form of a straight life annuity.
Compensation Committee Interlocks And Insider Participation
The following employee directors served on the Compensation Committee during
1998: Messrs. Fooshee and Coles (ex officio) as employee Directors, Messrs.
Muller, Virgil R. Williams, and John Y. Williams as non-employee Directors. Mr.
Coles currently serves as a director of Williams Group International, Inc. which
is owned by Virgil R. Williams and James M. Williams, Jr. To the Company's
knowledge, there were no other interrelationships involving members of the
Compensation Committee or other Directors during 1998 requiring disclosure in
this proxy statement.
Report Of The Compensation Committee On Executive Compensation
Since January 1998, the Compensation Committee of the Board has been comprised
of three non-employee Directors and two employee Directors of the Company. This
committee administers the executive officer compensation program. The outside
Directors of the Compensation Committee determine executive compensation awards
and make recommendations regarding executive officer salaries to the Board.
The Company's primary objective is to maximize, over the long-term, the
investments of shareholders. The Company has developed a compensation strategy
which will support the achievement of this goal. Key components of the executive
compensation strategy are as follows:
MARKET COMPETITIVE--The Company's executive officer compensation program is
competitive with those organizations with which the Company competes for
executive talent. The market, consisting primarily of ten engineering consulting
firms, is monitored closely by the Company to assure that the Company has a
program in place to attract and retain superior executive talent. The Company's
intent is for compensation to be targeted at the median of this group; however,
specific facts and circumstances may cause deviations from the median.
Competitive market data and general compensation advice is provided to the
Committee by an independent compensation consultant.
LONG-TERM--The program is structured to deliver competitive pay over a number of
years rather than to focus on any single year. Superior pay is provided when the
Company's earnings performance exceeds expectations.
AT-RISK--A more significant portion of the compensation provided executive
officers will be based on Company performance.
EQUITY-BASED--Executive officers are encouraged to own a substantial amount of
stock and will be provided opportunities to acquire additional shares through
stock option grants and other stock purchase opportunities. Stock option grants
will provide value to executives only if stock price appreciation is achieved
for all shareholders. Equity related pay is intended to be a significant portion
of the executives' overall pay program. Equity opportunities are based on
relative potential contribution, accountability and responsibility of the
various executive positions.
The Compensation Committee believes the compensation provided to the Company's
executive officers effectively rewards them based heavily on the performance of
the overall Company by emphasizing compensation features tied to Company
performance and long-term equity incentives. The Committee believes this
approach links executive compensation to the performance of the Company over the
long term.
<PAGE>
Chief Executive Officer
During fiscal 1998, Mr. Coles received a base salary of $600,018 pursuant to the
terms of his employment agreement.
Salary
The following executive officers received increases to their salaries during
fiscal year 1998: Robert B. Fooshee, W. Allen Walker, Robert S. Gnuse, and
Lawrence J. White.
Management Incentive Plan
The Management Incentive Plan ("MIP") is an annual incentive compensation plan
pursuant to which the Company's executive officers and other senior managers may
earn cash rewards to supplement their base compensation. The MIP has been
designed to motivate and reward the achievement of quantitative business results
by linking a significant portion of total pay to corporate and individual
success. In addition, management and the Compensation Committee believe the MIP
enhances the Company's ability to attract and retain qualified executive
management talent.
Awards under the MIP are earned by achievement of defined levels of revenue and
net income. A portion of each participant's MIP award is also tied to the
achievement of specific business unit, regional, or individual objectives which
further the Company's annual business strategy.
Under the MIP, a threshold, or minimum, level of net income performance must be
achieved before any incentive is funded for any MIP participants. This threshold
ensures that certain acceptable levels of profitability are achieved before any
management incentives are paid, thereby protecting shareholder interests. In
1998, the Company exceeded the financial performance objectives set forth under
the MIP. As a result, the Named Executives earned an award under the MIP,
payable in 1999, as follows: Bruce C. Coles--$256,992, Robert B.
Fooshee--$70,935, W. Allen Walker--$58,466, Robert S. Gnuse--$16,888, and
Lawrence J. White--$32,430.
Internal Revenue Code Section 162(m)
The Committee has considered Internal Revenue Code Section 162(m) in structuring
compensation arrangements for 1997. Section 162(m) places a $1,000,000 limit on
deductibility available to the Company for an executive's compensation. This
limit was not reached in 1998, and the Company believes that all compensation
paid to named executives is fully tax deductible by the Company.
This report has been submitted on behalf of the Compensation Committee. The
Compensation Committee consists of the following members:
Steven Muller, Chairman
Bruce C. Coles (ex officio)
Robert B. Fooshee
John Y. Williams
Virgil Williams
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On May 6, 1997, the shareholders of the Company authorized and approved a
transaction between the Company and Virgil R. Williams and James M. Williams,
Jr., each a director of the Company (collectively, the "Investors"), pursuant to
which the Company sold to the Investors (including, in the case of James M.
Williams, a family partnership that he controls) a combination of Preferred
Stock, Common Stock warrants, and options to purchase shares of Common Stock
(the "Options"). The Options are eligible to be exercised in various quantities
and at various prices through December 31, 2006. On June 25, 1998, Virgil R.
Williams and the James M. Williams Family Partnership exercised options to
purchase an aggregate of 175,000 shares of the Company's Common Stock at an
exercise price of $16.50 per share. The proceeds of $2.9 million received by the
Company were invested in initiatives to further reduce real estate and insurance
costs as well as fund improvements in technology and increased sales and
marketing activities.
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return (assuming
reinvestment of dividends) to the Company's holders of Common Stock since
December 31, 1993, as well as an overall stock market index (Standard & Poor's
500 Index) and the Company's self-constructed peer group index. This peer group
index is comprised of the common stock of the following companies: Michael Baker
Corp., URS Corp., Harding Lawson Associates, IT Group, Inc., and Roy F. Weston,
Inc. The stock performance graph assumes $100 was invested in the Company's
Common Stock and each index on December 31, 1993.
There currently is no established trading market for shares of the Company's
Common Stock, and although the outstanding shares have been registered under
applicable securities laws, no assurance can be given that a liquid market will
develop in the future or that quotations for the Common Stock will be available.
Additionally, the Company does not have access to stock price information from
transactions involving purchases and sales of the outstanding Common Stock.
Pursuant to the terms of the 401(k) Plan, the Company is required to obtain on a
quarterly basis an independent appraisal of the Company for purposes of
determining the "fair market value" of the Common Stock. Accordingly, the
Company engages two independent appraisers to conduct quarterly appraisals of
the Company. The information regarding the price performance of the Common Stock
in the following table is based upon independent appraisals as of December 31st
of each of the years presented. No assurances can be given that the appraisals
reflect the actual price at which the Common Stock has traded or would have
traded had there been a market for the Common Stock.
[IMAGE]
<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
------------- ------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100.00 $101.32 $139.40 $171.40 $228.59 $293.91
Law Companies Group, Inc. $100.00 $77.00 $49.29 $36.75 $43.19 $63.10
Competitive Index $100.00 $66.77 $73.00 $107.18 $127.19 $162.82
</TABLE>
<PAGE>
INDEPENDENT AUDITORS
The firm of Ernst & Young LLP ("Ernst & Young"), independent certified public
accountants, audited the Consolidated Financial Statements of the Company as of
and for the year ended December 31, 1998. This firm has served in this capacity
since 1987. It is expected that representatives of Ernst & Young will attend the
Annual Meeting with an opportunity to make a statement if they so desire and
will be available to answer appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the Annual Meeting of
Shareholders to be held in 2000, must be received by the Company on or before
December 6, 1999 to be included in the proxy materials of the Company relating
to such meeting.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the Annual
Meeting for action; however, if any such other matters shall properly come
before the Annual Meeting, it is intended that the persons authorized under the
proxies may, in the absence of instructions to the contrary, vote or act thereon
in accordance with their best judgment.
Alpharetta, Georgia
April 5, 1999
The Company's Annual Report for the year ended December 31, 1998, which includes
audited financial statements, has been mailed to the shareholders of the Company
with these proxy materials. The Annual Report does not form any part of the
material for the solicitation of proxies.
<PAGE>
APPENDIX A
THE LAW COMPANIES GROUP, INC 401(k) SAVINGS PLAN TRUST
TRUSTEE INSTRUCTION FORM
Pursuant to the provisions of Section 4.3(b) of the Law Companies
Group, Inc. 401(k) Savings Plan Trust (the "Trust"), the undersigned Participant
in The Law Companies Group, Inc. 401(k) Savings Plan (the "Plan") hereby directs
the Trustees of the Trust to vote all common stock of Law Companies Group, Inc.
allocated to the undersigned's account under the Plan, at the Annual Meeting of
Shareholders to be held on May 10, 1999, and at all adjournments thereof, as
follows:
ELECTION OF COMMON DIRECTORS AND SWING DIRECTOR
To elect seven directors to serve on the Board of Law Companies Group, Inc.
comprised of the following director nominees:
Peter D. Brettell Walter T. Kiser
Bruce C. Coles Steven Muller
Robert B. Fooshee Clay E. Sams
John Y. Williams (Swing Director)
/ / FOR all director nominees listed above / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary). all director nominees listed above.
In their discretion, the Trustees are authorized to vote upon such other
business matters as properly may come before the Annual Meeting and any
adjournments thereof.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL DIRECTOR NOMINEE,
STRIKE A LINE THROUGH THAT DIRECTOR NOMINEE'S NAME IN THE RESPECTIVE LIST
ABOVE.(OVER)
Please sign and date this Trustee Instruction Form, complete the information
below, and return the completed form to Jon A. McCarthy, 1105 Sanctuary Parkway,
Suite 300, Alpharetta, GA 30004, on or before May 1, 1999.
Dated this_____day of___________, 1999.
------------------------------------
Signature
------------------------------------
Printed Name
------------------------------------
Social Security Number
<PAGE>
APPENDIX B
LAW COMPANIES GROUP, INC.
1105 Sanctuary Parkway, Suite 300
Alpharetta, Georgia 30004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Gerald H. Fogle and Wilbur Charles Greer and each of them with
power of substitution in each, proxies to appear and vote, as designated below,
all common stock of Law Companies Group, Inc. held of record on March 22, 1999
by the undersigned, at the Annual Meeting of Shareholders to be held on May 10,
1999, and at all adjournments thereof.
The Board of Directors recommends a vote FOR approval of all director nominees
listed below.
ELECTION OF COMMON DIRECTORS AND SWING DIRECTOR
To elect seven directors to serve on the Board of Law Companies Group,
Inc. comprised of the following director nominees:
Peter D. Brettell Walter T. Kiser
Bruce C. Coles Steven Muller
Robert B. Fooshee Clay E. Sams
John Y. Williams (Swing Director)
/ / FOR all director nominees listed above / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary). all director nominees listed above.
In their discretion, the proxies are authorized to vote upon such other business
matters as properly may come before the Annual Meeting and any adjournments
thereof.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL DIRECTOR NOMINEE,
STRIKE A LINE THROUGH THAT DIRECTOR NOMINEE'S NAME IN THE RESPECTIVE LIST ABOVE.
(OVER)
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED. IF NO
INDICATION IS MADE, IT WILL BE VOTED IN FAVOR OF ALL DIRECTOR-NOMINEES.
Dated this_____day of___________, 1999.
------------------------------------
Signature
------------------------------------
Printed Name
------------------------------------
Social Security Number
(Please print, date and sign as name appears on
proxy. When shares are held by joint tenants,
both should print and sign. When signing in a
fiduciary or representative capacity, give full
title as such.)
PLEASE MARK, DATE AND SIGN THIS PROXY, INDICATING ANY CHANGE OF ADDRESS, AND
RETURN IT PROMPTLY TO SHAREHOLDER RELATIONS MANAGER, LAW COMPANIES GROUP, INC.,
1105 SANCTUARY PARKWAY, SUITE 300, ALPHARETTA, GEORGIA 30004 IN THE ENCLOSED
RETURN ENVELOPE.
