UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LAWGIBB GROUP, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
(CUSIP Number)
Wayne N. Bradley
Long Aldridge & Norman LLP
303 Peachtree Street, Suite 5300
Atlanta, GA 30308
(404) 527-4085
(Name, address, and telephone number of Person Authorized
to Receive Notices and Communications)
JULY 23, 1999
--------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box. | |
(Continued on following pages)
<PAGE>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Virgil R. Williams
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | X |
(b) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) | |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
868,813 (1)
8. SHARED VOTING POWER
481,699 (1)
9. SOLE DISPOSITIVE POWER
868,813 (1)
10. SHARED DISPOSITIVE POWER
481,699 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,512 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
Note (1): The shares shown include (i) 481,699 shares of Common Stock
that Virgil R. Williams may acquire upon conversion of 8% Cumulative
Convertible Preferred Stock and (ii) an aggregate of 963,398 shares
issuable to the reporting persons upon exercise of a warrant (the
"Warrant") owned jointly by the James M. Williams, Jr. Family
Partnership, L.P. (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 the Warrant. Likewise,
the number of shares issuable upon exercise of the Warrant will be
reduced by an amount equal to the number of shares of Common Stock
actually issued upon conversion of Preferred Stock. Accordingly, the
number of shares shown reflects the maximum number of shares of Common
Stock issuable upon conversion of the Preferred Stock and/or exercise
of the Warrant. Virgil R. Williams is the brother of James M. Williams,
Jr., a general partner and the majority owner of the Partnership.
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James M. Williams, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | X |
(b) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): | |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
292,014 (1)
8. SHARED VOTING POWER
1,051,148 (1)
9. SOLE DISPOSITIVE POWER
292,014 (1)
10. SHARED DISPOSITIVE POWER
1,051,148 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,162 (1)
<PAGE>
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|---|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.4%
14. TYPE OF REPORTING PERSON
IN
Note (1): The shares shown include (i) 481,699 shares of Common Stock
that the James M. Williams, Jr. Family Partnership, L.P. (the
"Partnership) may acquire upon conversion of 8% Cumulative Convertible
Preferred Stock and (ii) an aggregate of 963,398 shares issuable to the
reporting persons upon exercise of a warrant (the "Warrant") 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 the Warrant. Likewise, the number of
shares issuable upon exercise of the Warrant will be reduced by an
amount equal to the number of shares of Common Stock actually issued
upon conversion of Preferred Stock. Accordingly, the number of shares
shown reflects the maximum number of shares of Common Stock issuable
upon conversion of the Preferred Stock and/or exercise of the Warrant.
James M. Williams, Jr. is a general partner of the Partnership and, by
reason of his majority interest in the Partnership, controls the right
to vote the shares and derivative securities owned by the Partnership
and to engage in any action with respect to such shares and derivative
securities. James M. Williams, Jr. and Virgil R. Williams are brothers.
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James M. Williams, Jr. Family Partnership, L.P., successor
in interest to James M. Williams, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | X |
(b) | |
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): | |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
7. SOLE VOTING POWER
569,449 (1)
<PAGE>
8. SHARED VOTING POWER
481,699 (1)
9. SOLE DISPOSITIVE POWER
569,449 (1)
10. SHARED DISPOSITIVE POWER
481,699 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,148 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|---|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%
14. TYPE OF REPORTING PERSON
PN
Note (1): The shares shown include (i) 481,699 shares of Common Stock
that the James M. Williams, Jr., Family Partnership, L.P. (the
"Partnership) may acquire upon conversion of 8% Cumulative Convertible
Preferred Stock and (ii) an aggregate of 963,398 shares issuable to the
reporting persons upon exercise of a warrant (the "Warrant") 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 the Warrant. Likewise, the number of
shares issuable upon exercise of the Warrant will be reduced by an
amount equal to the number of shares of Common Stock actually issued
upon conversion of Preferred Stock. Accordingly, the number of shares
shown reflects the maximum number of shares of Common Stock issuable
upon conversion of the Preferred Stock and or exercise of the Warrant.
James M. Williams, Jr. is a general partner of the Partnership and, by
reason of his majority interest in the Partnership, controls the right
to vote the shares and derivative securities owned by the Partnership
and to engage in any action with respect to such shares and derivative
securities. James M. Williams, Jr. and Virgil R. Williams are brothers.
SECTION 13D
This Amendment No.2 amends the Schedule 13D, dated May 6, 1997 (the
"Schedule 13d") as filed with the Securities and Exchange Commission on May 16,
1997 by Virgil R. Williams and James M. Williams, Jr. as amended by Amendment
No.1, dated July 1, 1998, as filed with the Securities and Exchange Commission
on March 24, 1999 by Virgil R. Williams, the James M. Williams, Jr. Family
Partnership, L.P., and James M. Williams, Jr. Except as specifically amended
hereby, the Schedule 13D remains in full force and effect.
Item 4(a) of the Schedule 13D is hereby amended by deleting the second,
third and fourth sentences, thereof. Items 5 and 7 of the Schedule 13D are
hereby amended in their entirety to read:
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) See Items 7 - 13 of the cover pages.
(b) See Items 7 - 13 of the cover pages.
(c) Pursuant to a Stock Option Agreement dated May 6, 1997 (the "Stock
Option Agreement"), as amended on September 25, 1997 (the "First Amendment") and
on June 29, 1999 (the "Second Amendment"), by and between the Issuer and Virgil
R. Williams, James M. Williams, Jr., and the Partnership (Virgil R. Williams and
the Partnership are referred to herein collectively as the "Optionees"), the
Optionees were granted the option to purchase at any time on or before December
31, 2006, up to 900,000 shares of Common Stock of the Issuer (such shares
hereinafter referred to as the "Option Shares" and the option hereinafter
referred to as the "Option"). The Stock Option Agreement provided that on July 1
of each year during the term of the Option the number of Option Shares would be
reduced (the "Takeaway") by a number of shares determined pursuant to a formula
set forth in the Stock Option Agreement in the event that the Optionees did not
purchase all of the Option Shares prior to June 30 of the respective year. In no
event would the Takeaway reduce the number of Option Shares available to be
purchased pursuant to the Option to less than 200,000 Option Shares.
On June 30, 1998, pursuant to the Stock Option Agreement, the reporting
persons exercised the Option for the purchase of 175,000 Option Shares at $16.50
per share. Because the Optionees did not purchase all of the Option Shares by
June 30, 1998, as of July 1, 1998, the Takeaway provision described above
resulted in a 140,972 share reduction of the number of Option Shares. As a
result, the number of Option Shares beneficially held by the reporting persons
was reduced to 584,028 as of July 1, 1998.
On June 30, 1999, pursuant to the Stock Option Agreement, the reporting
persons exercised the Option for the purchase of 584,028 Option Shares at $20.00
per share. As a result, there are no remaining Option Shares beneficially held
by the reporting persons as of July 1, 1999 under the Stock Option Agreement.
On May 21, 1999, Virgil R. Williams purchased 7,350 shares of Common Stock
for $16.00 per share directly from a shareholder.
On April 2, 1999, pursuant to the Plan Option Agreement dated May 6, 1997
(the "Plan Option Agreement"), Virgil R. Williams and the Partnership exercised
Options for the purchase of 500 Scheduled Option Shares (the "Scheduled
Options", as defined by the Plan Option Agreement) at $12.61 per share. The
Partnership and Virgil R. Williams have an interest in the 174,500 remaining
Scheduled Options as of July 23, 1999, none of which are currently exercisable.
(d) The Partnership, James M. Williams, Jr. and Virgil R. Williams
acknowledge that they are members of a group.
(e) Not applicable.
<PAGE>
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 LawGibb Group, Inc.
99.4* Promissory Note dated March 31, 1997.
99.5* Stock Option Agreement dated May 6, 1997.
99.6* First Amendment to Stock Option Agreement dated September 25, 1997.
99.7 Second Amendment to Stock Option Agreement dated June 29, 1999.
99.8 Plan Option Agreement dated May 6, 1997.
99.9 Agreement of filing persons relating to filing of
joint statement per rule 13(d)-1(k).
* Previously filed.
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 8/16/99
Virgil R. Williams Date
/s/ James M. Williams, Jr. 8/19/99
James M. Williams, Jr. Date
/s/ James M. Williams, Jr. 8/19/99
James M. Williams, Jr. Family Partnership, L.P. Date
By: James M. Williams, Jr., General Partner
Exhibit 99.7
SECOND AMENDMENT TO STOCK OPTION AGREEMENT
THIS SECOND AMENDMENT to Stock Option Agreement (this "Amendment") is
made as of the 29th day of June, 1999, by and among LawGibb Group, Inc. (f/k/a
Law Companies Group, Inc.), a Georgia corporation (the "Company"), Virgil R.
Williams, a resident of the State of Georgia ("V. Williams"), James M. Williams,
Jr., Family Partnership, L.P., a Georgia limited partnership (the "Limited
Partnership" and jointly and severally with V. Williams, "Optionee"), and James
M. Williams, Jr., a resident of the State of Georgia and a general partner of
the Limited Partnership ("J. Williams").
R E C I T A L S:
WHEREAS, Optionee holds an option to acquire shares of common stock of
the Company pursuant to that certain Stock Option Agreement, dated May 6, 1997,
between the Company, V. Williams and J. Williams (the "Stock Option Agreement");
WHEREAS, on or around September 25, 1997, J. Williams transferred
his interests in the Stock Option Agreement to the Limited Partnership; and
WHEREAS, the Stock Option Agreement permits such a transfer upon
Optionee providing notice to the Company of the name and address of any such
transferee, and Optionee has provided such notice;
NOW, THEREFORE, in consideration of the mutual recitals, promises and
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendment. The Stock Option Agreement is hereby amended by deleting the
Limited Partnership as a party and substituting J. Williams therefor. References
to "Optionee" in the Stock Option Agreement shall henceforth mean V. Williams
and J. Williams, jointly and severally. By his execution hereof, J. Williams
agrees to be bound by all of the terms, conditions and restrictions of the Stock
Option Agreement.
2. Stock Option Agreement Otherwise Unchanged. Except as provided herein,
the Stock Option Agreement shall remain unchanged and in full force and effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
4. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
<PAGE>
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first above written.
" THE COMPANY":
LAWGIBB GROUP, INC.
By: /s/ Robert B. Fooshee
Robert B. Fooshee
Chief Financial Officer
"OPTIONEE":
/s/ Virgil R. Williams
Virgil R. Williams
JAMES M. WILLIAMS, JR.
FAMILY PARTNERSHIP, L.P.
/s/ James M. Williams, Jr.
James M. Williams, Jr., General Partner
/s/ Barbara C. Williams
Barbara C. Williams, General Partner
/s/ James M. Williams, Jr.
James M. Williams, Jr., Limited Partner
"J. WILLIAMS":
/s/ James M. Williams, Jr.
James M. Williams, Jr.
Exhibit 99.8
THE SECURITIES REPRESENTED BY THIS AGREEMENT (THE "SECURITIES") HAVE BEEN ISSUED
AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933 (THE "1933 ACT"), SECTION 10-5-9(13) OF THE OFFICIAL CODE OF GEORGIA
ANNOTATED (THE "GEORGIA CODE"), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION
UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE
REGISTRATION OR AN EXEMPTION SATISFACTORY TO THE ISSUER OF COMPLIANCE WITH THE
1933 ACT, THE GEORGIA CODE AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER
JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE 1933 ACT AND
OTHER APPLICABLE LAWS.
PLAN OPTION AGREEMENT
THIS PLAN OPTION AGREEMENT, effective as of the 6th day of May, 1997,
by and between Law Companies Group, Inc., a Georgia corporation (the "Company"),
and Virgil R. Williams and James M. Williams, each a resident of the State of
Georgia (jointly and severally, "Optionee").
W I T N E S S E T H:
WHEREAS, the Company has contemporaneously herewith sold to Optionee,
and Optionee has purchased from the Company, certain securities of the Company
as more particularly described in the Securities Purchase Agreement of even date
herewith, by and between the Company and Optionee (the "Securities Purchase
Agreement").
WHEREAS, pursuant to and in accordance with the terms and conditions of
Section 1.01(d) of the Securities Purchase Agreement, the Company and Optionee
desire to enter into this Agreement with respect to an option on certain shares
of common stock of the Company (the "Common Stock") in order to set forth the
terms and conditions upon which such option shall be granted by the Company and
exercised by Optionee.
NOW, THEREFORE, in consideration of the mutual benefits to each party,
it is agreed as follows:
<PAGE>
1. Grant of Option. Subject to the terms and conditions set forth
herein, Optionee shall have the right to purchase a number of shares of Common
Stock equal one-half (1/2) of the number of "Scheduled Option Shares" (as
defined below); such shares hereinafter are referred to as the "Option Shares,"
and this option hereinafter is referred to as the "Option". "Scheduled Option
Shares" means those shares of Common Stock which may be, subject to various
agreements evidencing "Scheduled Options" (as defined below), purchased by
"Scheduled Option Holders" (as defined below), as set forth in Schedule A. The
aggregate number of Scheduled Option Shares shall be equal to the aggregate
number of shares subject to Scheduled Options. "Scheduled Options" shall mean
those options set forth on Schedule A which have been, on or before the date
hereof, granted to Scheduled Option Holders. "Scheduled Option Holder(s)" shall
mean those individuals who have been granted Scheduled Options on or before the
date hereof.
2. Exercise of Option.
(a) Vesting of Option Contingent Upon Exercise of Scheduled
Options and Purchase of Scheduled Option Shares. Immediately upon the exercise
after the date hereof of any Scheduled Options and purchase of Scheduled Option
Shares by a Scheduled Option Holder (a "Vesting Event"), the Option shall become
exercisable with respect to the number of Option Shares equal to one-half (1/2)
of the number of Scheduled Option Shares purchased by such Scheduled Option
Holder (the "Vesting Event Number") at the same price per share as such
Scheduled Option Shares were purchased (the "Vesting Event Price"). Prior to the
occurrence of a Vesting Event, no portion of the Option shall be exercisable by
Optionee, and Option Shares shall become subject to purchase under the terms and
provisions of the Option only to the extent that Vesting Events occur as set
forth in the preceding sentence.
(b) Notification of Exercise of Scheduled Options. Each time
any Vesting Event occurs, the Company shall promptly, and in no event later than
thirty (30) days following such Vesting Event, notify Optionee of the Vesting
Event Number and the Vesting Event Price with respect to such Vesting Event, and
the date on which such Vesting Event occurred.
(c) Method of Exercise and Payment. When Option Shares become
subject to purchase upon the occurrence of a Vesting Event, the Option Shares
which Optionee desires to purchase may be exercised by Optionee's delivery to
the Secretary of the Company of one or more Notices of Exercise, in the form of
Schedule B, each accompanied by payment in full of the "Option Price" (as
defined below). Such delivery must be made within ninety (90) days of the date
on which the Vesting Event occurred. The "Option Price" shall be an amount equal
to the number of Option Shares purchased multiplied by the Vesting Event Price,
and shall be paid by cashier's check payable to the Company or by wire transfer
of immediately available funds to an account designated from time to time by the
Company for such purpose.
3. Termination of Option and Option Rights. The Option shall not be
exercisable either in whole or in part after the date on which all Scheduled
Options have either expired and are no longer exercisable, or have been fully
exercised. Furthermore, portions of the Option shall terminate (and Option
Shares shall no longer be subject to purchase by Optionee) as follows:
<PAGE>
(a) Partial Termination Upon Failure to Exercise. Upon the
occurrence of a Vesting Event, any Option Shares which become subject to
purchase by Optionee in accordance with the provisions of Section 2 above and
which Optionee fails to purchase within ninety (90) days of the date on which
such Vesting Event occurred shall cease to be subject to purchase under the
Option, and such portion of the Option shall no longer be exercisable.
(b) Partial Termination Upon Termination of Underlying
Scheduled Options. To the extent that any Scheduled Option Shares are no longer
subject to purchase by a Scheduled Option Holder due to the expiration or
termination of all or a portion of a Scheduled Option, or for any other reason,
any Option Shares which could have become subject to purchase by Optionee in
accordance with the provisions of Section 2 above with respect to a Vesting
Event involving such Scheduled Option Shares shall cease to be subject to
purchase under the Option, and such portion of the Option shall no longer be
exercisable.
4. Agreement of Optionee. Optionee hereby agrees to hold all of the
Option Shares acquired by Optionee pursuant to Optionee's exercise of this
Option for investment purposes and not with a view to resale or distribution
thereof to the public. Optionee hereby agrees to execute such documents as the
Board of Directors of the Company may require with respect to state and federal
securities laws and any restrictions on the resale of the Option Shares which
may be applicable.
5. No Impairment. The Company will not, by amendment of its Restated
Articles or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by the Company under this Option, but will at all times in
good faith assist in the carrying out of all the provisions of this Option and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of Optionee.
6. No Voting Rights. This Option shall not entitle Optionee to any
voting rights or other rights as a stockholder of the Company, and no dividend
or interest shall be payable or accrue in respect of this Option or the interest
represented by or the shares purchasable under this Option until and unless, and
except to the extent that, this Option shall be exercised.
7. Stock Certificates. The issuance of stock certificates upon the
exercise of this Option shall be made without charge to Optionee for any tax
(other than (i) income taxes and (ii) transfer taxes resulting from issuance of
stock certificates to a person other than Optionee) in respect of the issue of
such stock. Optionee shall for all purposes be deemed to have become the holder
of record of the shares issued upon exercise of this Option on the date both the
Option Price and the Notice of Exercise are delivered to the Company,
irrespective of the date of delivery of the certificate for such shares, except
that, if the date the Notice of Exercise and the Option Price are delivered to
the Company is a date the Company is closed for business, Optionee shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the Company is open for business. Such
certificates evidencing the shares of Common Stock issued pursuant to the
exercise of this Option shall bear restrictive legends similar to those at the
head of this Agreement, a legend referencing transfer restrictions set forth in
the Company's Restated Articles of Incorporation, and any other legend required
pursuant to any federal, state, local or foreign law governing the Common Stock.
<PAGE>
8. Miscellaneous.
(a) Any notice, request, instruction or other document to be given
hereunder by any party hereto to any other party hereto shall be in writing and
delivered personally or sent by registered or certified mail (including by
overnight courier or express mail service), postage or fees prepaid,
if to the Company to:
Law Companies Group, Inc.
3 Ravinia Drive, Suite 1830
Atlanta, Georgia 30346
Attention: Mr. Bruce C. Coles
with a copy to:
Long Aldridge Norman LLP
303 Peachtree Street, N.E., Suite 5300
Atlanta, Georgia 30308
Attention: Mr. F. T. Davis, Jr.
if to Optionee to:
Mr. Virgil R. Williams
Mr. James M. Williams
2076 West Park Place
Stone Mountain, Georgia 30087
with a copy to:
Arnall Golden & Gregory, LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
Attention: Mr. Jonathan Golden
or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is addressed
and mailed in the manner herein provided shall be conclusively presumed to have
been duly given to the party to which it is addressed at the close of business,
local time of the recipient, on the fourth business day after the day it is so
placed in the mail or, if earlier, the time of actual receipt.
<PAGE>
(b) This Agreement is being made in, and shall be construed in
accordance with and governed by the laws of the State of Georgia, without giving
effect to, the principles of conflicts of law thereof.
(c) This Agreement, together with the other "Transaction Documents" (as
defined in the Securities Purchase Agreement), constitute the sole understanding
of the parties with respect to the subject matter hereof.
(d) The headings of the Sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.
(e) This Agreement may be executed in multiple counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.
(f) The Board shall have the sole and final authority in any matter
relating to the interpretation of this Agreement or any provision of this
Agreement.
(g) This Agreement shall not be assigned by Optionee without the prior
written consent of the Company.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date indicated on the
first page hereof.
COMPANY:
LAW COMPANIES GROUP, INC.
By: /s/ Bruce C. Coles
Bruce C. Coles
Chairman, CEO and President
OPTIONEE:
/s/ Virgil R. Williams
Virgil R. Williams
/s/ James M. Williams
James M. Williams
Exhibit 99.9
The undersigned each hereby certifies and agrees that the
above Amendment No.2 to Schedule 13D concerning securities issued by
LawGibb Group, Inc. is being filed on behalf of each of the
undersigned.
/s/ Virgil R. Williams 8/16/99
Virgil R. Williams Date
/s/ James M. Williams, Jr. 8/19/99
James M. Williams, Jr. Date
/s/ James M. Williams, Jr. 8/19/99
James M. Williams, Jr. Family Partnership, L.P. Date
By: James M. Williams, Jr., General Partner
