<PAGE>   1

                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000.

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from          to
                               --------    ---------

                         COMMISSION FILE NUMBER: 0-19239

                               LAWGIBB GROUP, INC.
                               -------------------

              INCORPORATED                            I.R.S. EMPLOYER
                   IN                              IDENTIFICATION NUMBER
                GEORGIA                                 58-0537111

          1105 SANCTUARY PARKWAY, SUITE 300, ALPHARETTA, GEORGIA 30004
                        TELEPHONE NUMBER: (770) 360-0600

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $1.00 PER SHARE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates on March
19, 2001 was $69,345,013.

The number of shares outstanding of LawGibb Group, Inc. common stock as of March
19, 2001 was 2,615,884.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's 2000 Annual Report to Shareholders for the calendar
year ended December 31, 2000 are incorporated by reference into Parts I and II.

The Registrant hereby files this Report on Form 10-K/A to amend its Annual
Report on Form 10-K for the year ended December 31, 2000 to include the
information required by Part III (Items 10, 11, 12 and 13) in lieu of
incorporation thereof by reference from the Registrant's definitive proxy
statement for its 2001 Annual Meeting of Shareholders. No other items in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 are
amended.


<PAGE>   2

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth certain information as of March 19, 2001, with respect
to the nominees for the Common Directors and Swing Director.

BRUCE C. COLES, 56, 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 devotes
time to serving the engineering and academic community through his membership on
the following: Chair of the Strategic Initiatives Committee for ASCE (American
Society of Civil Engineers), past Chairman of the Industry Advisory Council for
the Accreditation Board for Engineering and Technology (ABET), past Chairman of
the Board of the Civil Engineering Research Foundation (CERF), Chairman of the
Executive Committee of the Board of Directors of Williams Group, International,
National Board of Directors of Junior Achievement, Board of Councilors of the
Carter Center, the Metro Atlanta Chamber of Commerce Board of Advisors, the
Georgia Chamber of Commerce Board of Directors, and North Fulton County Board of
Directors.

ROBERT B. FOOSHEE, 58, 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, 73, 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. He currently is involved in teaching and research
at the John Hopkins School of Advanced International Studies. Dr. Muller is also
a director of Organization Resources Counselors, Inc.

WALTER T. KISER, 64, 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 EvCo Research.

CLAY E. SAMS, 59, 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 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, 57, 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, LP, 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 19, 2001 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 2002 Annual Meeting of Shareholders (or unanimous
consent in lieu thereof) or until his successor is elected and qualified.


                                       2
<PAGE>   3

JOE A. MASON, 51, 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.

JERALD H. WILLIAMS, 47, was appointed as a Preferred Director in November 2000
to fill the unexpired term of former director Zell Miller. Mr. Williams is an
Executive Vice President of Dedicated Logistics, which provides outsourcing
services for technology companies. Mr. Williams is the son of James M. Williams,
Jr. and a nephew of Virgil R. Williams. He is currently a director of Williams
Group International.

JAMES M. WILLIAMS, JR., 68, has served as Vice Chairman of the Board of Williams
Group International, Inc. and its predecessors since 1996, and as a 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, 36, 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 Nation 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, 61, 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
since 1996. 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, Jr., controls a
variety of communications, industrial, environmental and engineering firms, and
he currently serves on the Board of Directors of Bank of America Corporation,
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.

Pursuant to Instruction 3 of Item 401(b) of Regulation S-K and General
Instruction G(3) of Form 10-K, information relating to the executive officers of
the Company is set forth under the caption "Executive Officers of the
Registrant" in Part I, Item 4(A) of the Company's Form 10-K as filed with the
Securities and Exchange Commission on March 29, 2001.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934: Section
16(a) of the Securities Exchange Act of 1934, as amended, and regulations of the
Commission thereunder require the Company's directors and executive officers and
any persons who own more than 10% of the Company's Common Stock, as well as
certain affiliates of such persons, to file reports with the Securities and
Exchange Commission with respect to their ownership of the Company's Common
Stock. Directors, executive officers and persons owning more than 10% of the
Company's Common Stock are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. Based solely on its review of the copies of such reports received by it
and representations that no other reports were required of those persons, the
Company believes that during fiscal 2000, all filing requirements applicable to
its directors and executive officers were complied with in a timely manner
except for the Section 16(a) required Form 4 filings due on May 10, 2000, for
Virgil R. Williams and James M. Williams, Jr. Family Partnership, LP which were
filed on May 23, 2000.


                                       3
<PAGE>   4

ITEM 11 - 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 2000, collectively referred to herein as the
"Named Executive Officers."

<TABLE>
<CAPTION>
                                                                                    Long
                                                         Annual                     Term
                                                      Compensation              Compensation
                                                 ------------------------       ------------

                                                                                 Securities
                                                                                 Underlying        All Other
Name & Principal Position            Year         Salary          Bonus          Options (#)      Compensation
-------------------------            ----        --------        --------        -----------     --------------

<S>                                  <C>         <C>             <C>             <C>             <C>
Bruce Coles                          2000        $600,018        $190,000              --        $ 94,293(1)(6)
    Chairman of the Board,           1999        $600,018        $     --              --        $ 86,581(1)
    President, and Chief             1998        $600,018        $256,992          15,000        $ 88,415(1)
    Executive Officer

Robert Fooshee                       2000        $237,058        $ 66,000              --        $ 35,571(2)(6)
    Executive Vice President,        1999        $237,058        $     --           7,000        $ 27,249(2)
    Chief Financial Officer,         1998        $221,558        $ 70,935           5,000        $  7,066(2)

William Allen Walker                 2000        $200,013        $ 29,000              --        $  6,387(3)(6)
    Executive Vice President         1999        $200,013        $     --           7,000        $ 10,491(3)
                                     1998        $181,230        $ 58,466           5,000        $  9,921(3)

Robert S. Gnuse                      2000        $154,024        $ 24,000              --        $  3,367(4)(6)
    Senior Vice President            1999        $154,024        $     --              --        $  6,247(4)
                                     1998        $146,744        $ 16,888           3,000        $  6,120(4)

Jon A. McCarthy                      2000        $146,037        $ 18,000              --        $  6,037(5)(6)
    Senior Vice President            1999        $146,037        $     --           4,000        $  8,955(5)
                                     1998        $130,021        $ 34,423           5,000        $  6,477(5)
</TABLE>

---------------

(1)      Includes contributions to the Supplemental Executive Retirement Plan of
         $80,191, $71,766, and $72,257; Company matching contributions to the
         401(k) Savings Plan of $3,400, $3,200, and $3,200; premiums for health
         insurance of $0, $2,730, and $2,627; premiums for life insurance of
         $2,838, $3,894, and $3,124; and club dues of $7,864, $4,991, and
         $7,207, in each of fiscal 2000, 1999, and 1998, respectively.

(2)      Includes Company matching contributions to the 401(k) Savings Plan of
         $3,400, $3,200, and $2,894; premiums for health insurance of $0,
         $2,730, and $2,627; premiums for life insurance of $965, $1,319, and
         $1,545; and club dues of $31,206, $20,000, and $0, in each of fiscal
         2000, 1999, and 1998, respectively.

(3)      Includes Company matching contributions to the 401(k) Savings Plan of
         $3,400, $3,200, and $3,200; premiums for health insurance of $0,
         $3,640, and $3,229; premiums for life insurance of $382, $394, and
         $457; and club dues of $2,605, $3,257, and $3,035, in each of fiscal
         2000, 1999, and 1998, respectively.

(4)      Includes Company matching contributions to the 401(k) Savings Plan of
         $3,080, $3,075, and $2,935; premiums for health insurance of $0,
         $2,730, and $2,627; and premiums for life insurance of $287, $442, and
         $558, in each of fiscal 2000, 1999, and 1998, respectively.

(5)      Includes Company matching contributions to the 401(k) Savings Plan of
         $2,921, $2,791, and $2,464; premiums for health insurance of $0,
         $3,640, and $3,850; premiums for life insurance of $173, $154, and
         $163; and club dues of $2,943, $2,370, and $0, in each of fiscal 2000,
         1999, and 1998, respectively.

(6)      The amounts for health insurance premiums for 2000 are zero due to the
         method by which the Company funds the employer-paid portion of group
         health coverage. This method was changed in 2000 to reflect the net
         cost to participants versus the previous method which was comprised of
         gross cost to participants less an offsetting credit. Under the
         previous method, the offsetting credit was classified as compensation
         expense.


                                       4
<PAGE>   5

         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) at 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 individual or 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 under the employment agreements, then each of the
executives will be entitled to receive 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 that 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.

STOCK OPTION GRANTS

The Company did not grant any stock options or stock appreciation rights during
2000.

OPTIONS EXERCISED DURING 2000 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, 2000. The table also sets
forth (i) the number of shares covered by unexercised options (both exercisable
and unexercisable) as of December 31, 2000, and (ii) the respective values of
"in-the-money" options, which represent the positive spread between the exercise
price of existing options and the fair market value of the Company's Common
Stock at December 31, 2000.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                           Number of Securities
                                                          Underlying Unexercised         Value of Unexercised
                                                          Options at December 31,      In-the-Money Options at
                    Shares Acquired                              2000 (#)                December 31, 2000 ($)
Name                on Exercise (#)   Value Realized($)  Exercisable/Unexercisable   Exercisable/Unexercisable(1)
-----------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>                <C>                         <C>
Bruce C. Coles            -0-                -0-             66,000 / 24,000            $ 922,800 / $ 281,700
Robert B. Fooshee         -0-                -0-             20,000 / 22,000            $ 260,740 / $ 185,160
W. Allen Walker           -0-                -0-             14,000 / 18,000            $ 178,360 / $ 130,240
Robert S. Gnuse           -0-                -0-              7,200 /  5,800            $  90,540 / $  67,160
Jon A. McCarthy           -0-                -0-              5,000 /  9,000            $  54,790 / $  47,860
</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,
         2000. 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 LAWGIBB 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.


                                       5
<PAGE>   6

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 Jon A. McCarthy--$13,995. 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
2000: Messrs. Fooshee and Coles (ex officio) as employee directors and 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 2000.

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
Compensation 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.


                                       6
<PAGE>   7

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.

                             Chief Executive Officer

During fiscal 2000, Mr. Coles received a base salary of $600,018 pursuant to the
terms of his employment agreement.

Salary

The executive officers did not receive increases to their salaries during fiscal
year 2000.

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
2000, the Company met the financial performance objectives set forth under the
MIP. As a result, the Named Executive Officers earned awards under the MIP,
payable in 2001, as follows: Bruce C. Coles $190,000; Robert B. Fooshee $66,000;
W. Allen Walker $29,000; Robert S. Gnuse $24,000; and Jon A. McCarthy $18,000.

INTERNAL REVENUE CODE SECTION 162(M)

The Committee has considered Internal Revenue Code Section 162(m) in structuring
compensation arrangements for 2000. 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 2000, and the Company believes that all compensation
paid to the Named Executive Officers 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 R. Williams

COMPENSATION OF DIRECTORS

The Company pays its non-employee directors a retainer of $3,000 per quarter,
$2,000 for each Board meeting attended in person or by telephone conference and
$1,000 for each Board Committee meeting attended in person or by telephone
conference. 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.


                                       7
<PAGE>   8

                             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, 1995, 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., Tetra Tech, Inc., 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, 1995.

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.

                                    [CHART]

<TABLE>
<CAPTION>
                      12/31/95   12/31/96   12/31/97   12/31/98   12/31/99   12/31/00
                      --------   --------   --------   --------   --------   --------
<S>                   <C>        <C>        <C>        <C>        <C>        <C>
S&P 500                 $100        123        164        211        255        232
LAWGIBB Group, Inc.     $100         75         88        128        168        156
Competitive Index       $100        143        164        227        167        175
</TABLE>


                                       8
<PAGE>   9

ITEM 12  - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                        Security Ownership of Management

The following table sets forth certain information, as of March 19, 2001,
regarding the beneficial ownership of Common Stock and Preferred Stock of each
executive officer named in the summary compensation table below under the
heading "Executive Compensation" (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                           78,751(2)             0         2.05%           *
Robert B. Fooshee                        30,625(2)             0            *            *
Robert S. Gnuse                          20,849(2)             0            *            *
Walter T. Kiser                               0                0            *            *
Joe A. Mason                                  0                0            *            *
Jon A. McCarthy                           9,745(2)             0            *            *
Steven Muller                             1,000                0            *            *
Clay E. Sams                             85,439                0         2.23%           *
W. Allen Walker                          26,800(2)             0            *            *
James M. Williams, Jr                 1,345,762(3)(4)    481,699(4)     35.09%          50%
Jerald H. Williams                            0                0            *            *
John Y. Williams(7)                           0                0            *            *
Michael D. Williams                           0                0            *            *
Virgil R. Williams                    1,353,112(3)(5)    481,699(5)     35.28%          50%
All executive officers,
  directors and director
  nominees as a group
  (14 persons)                        1,988,685(6)       963,398        51.85%         100%
</TABLE>

---------------
*        Less than one percent

(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 19, 2001.

(2)      The shares shown include the following number of shares that the Named
         Executive Officers may acquire upon exercise of options to purchase
         Common Stock: Bruce C. Coles: 69,000; Robert B. Fooshee: 29,800; Robert
         S. Gnuse: 9,800; Jon A. McCarthy: 8,600; W. Allen Walker: 21,800.

(3)      The shares shown include (i) 481,699 shares of Common Stock that each
         of the James M. Williams Investments, LLLP (the "Partnership I" and
         formerly the James M. Williams, Jr. Family Partnership, LP) and Virgil
         R. Williams may acquire upon conversion of Preferred Stock, and (ii) an
         aggregate of 963,398 shares issuable to the Partnership I and Virgil R.
         Williams upon exercise of Correlating Warrants (as defined in the
         Articles of Incorporation) owned jointly by the Partnership I 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 I and the James M.
         Williams Management, LLLP (the "Partnership II" and formerly the James
         M. Williams Investments II, LLP). James M. Williams, Jr. is a general
         partner of the Partnership I and the Partnership II. Mr. Williams, by
         reason of his majority interest in the Partnership I and the
         Partnership II, 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, the Partnership I,
         and the Partnership II 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 139,000 shares that may be acquired upon exercise of options
         to purchase Common Stock and 963,398 shares issuable upon conversion of
         Preferred Stock and/or exercise of Correlating Warrants.

(7)      John Y. Williams is not related to either James M. Williams, Jr.,
         Virgil R. Williams, Jerald H. Williams or Michael D. Williams.


                                       9
<PAGE>   10

                             Principal Shareholders

The following table sets forth information, as of March 19, 2001, 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.

<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>
James M. Williams, Jr.     1,345,762(2)(3)     481,699(3)        35.09%           50%
Virgil R. Williams         1,353,112(2)        481,699           35.28%           50%
James M. Williams
   Investments, LLLP       1,051,148(2)(3)     481,699(3)        27.41%           50%
James M. Williams
   Management, LLLP          294,614(3)              0            7.68%            0%
</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 19, 2001.

(2)      The shares shown include (i) 481,699 shares of Common Stock that each
         of the Partnership I and Virgil R. Williams may acquire upon conversion
         of Preferred Stock, and (ii) an aggregate of 963,398 shares issuable to
         the Partnership I and Virgil R. Williams upon exercise of Correlating
         Warrants owned jointly by the Partnership I 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 I and the Partnership II.
         James M. Williams, Jr. is a general partner of the Partnership I and
         the Partnership II. Mr. Williams, by reason of his majority interest in
         the Partnership I and the Partnership II, controls the right to vote
         the shares and derivative securities and to engage in any action with
         respect to the shares and derivative securities.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED 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, Jr., 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, the Investors
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 to fund improvements in technology
and increased sales and marketing activities. On June 30, 1999, the Investors
exercised their remaining Options to purchase an aggregate of 584,028 shares of
the Company's Common Stock at an exercise price of $20.00 per share. The
proceeds of $11.7 million received by the Company were invested to further
enhance the capital structure and financial position of the Company. As a
result, there are no remaining Options held by the Investors under the above
transaction. The agreement also includes an option granted to the holders of the
Preferred Stock for the right to purchase up to 127,450 shares of common stock
at an average price of $13.22 per share as of December 31, 2000 (up to 132,450
shares of common stock at an average price of $13.19 per share as of the Record
Date.) These options are exercisable only in conjunction with exercises by
holders of options under the Company's Stock Option Plan.


                                       10
<PAGE>   11

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          LAWGIBB GROUP, INC.

April 27, 2001
                                    By:   /s/ Bruce C. Coles
                                          --------------------------------------
                                          Bruce C. Coles
                                          Chairman of the Board of Directors,
                                          President, and Chief Executive Officer


                                       11
<PAGE>   12

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                Title                                                   Date
         ---------                -----                                                   ----
<S>                               <C>                                                     <C>


/s/ Peter D. Brettell             Director                                                April 27, 2001
---------------------------
Peter D. Brettell


/s/ Bruce C. Coles                Chairman of the Board of Directors,                     April 27, 2001
---------------------------       President, and Chief Executive Officer
Bruce C. Coles


/s/ Robert B. Fooshee             Executive Vice President, Chief Financial Officer,      April 27, 2001
---------------------------       Treasurer, and Director
Robert B. Fooshee


/s/ Walter T. Kiser               Director                                                April 27, 2001
---------------------------
Walter T. Kiser


/s/ Joe A. Mason                  Director                                                April 27, 2001
---------------------------
Joe A. Mason


/s/ Steven Muller                 Director                                                April 27, 2001
---------------------------
Steven Muller


/s/ Clay E. Sams                  Director                                                April 27, 2001
---------------------------
Clay E. Sams


/s/ Kendall H. Sherrill           Corporate Controller                                    April 27, 2001
---------------------------
Kendall H. Sherrill


/s/ James M. Williams, Jr.        Director                                                April 27, 2001
---------------------------
James M. Williams, Jr.


/s/ Jerald H. Williams            Director                                                April 27, 2001
---------------------------
Jerald H. Williams


/s/ John Y. Williams              Director                                                April 27, 2001
---------------------------
John Y. Williams


/s/ Michael D. Williams           Director                                                April 27, 2001
---------------------------
Michael D. Williams


/s/ Virgil R. Williams            Director                                                April 27, 2001
---------------------------
Virgil R. Williams
</TABLE>


                                       12