<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                   (MARK ONE)

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       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 000-22409

                                 LHS GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           DELAWARE                              58-2224883
       (STATE OR OTHER JURISDICTION OF INCORPORATION)         (I.R.S. EMPLOYER
                                                             IDENTIFICATION NO.)

                        SIX CONCOURSE PARKWAY, SUITE 2700
                             ATLANTA, GEORGIA 30328
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                 (770) 280-3000
                         (REGISTRANT'S TELEPHONE NUMBER)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE
                                (TITLE OF CLASS)

         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 the 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 common stock held by non-affiliates
of the registrant (assuming, for purposes of this calculation, without
conceding, that all executive officers and directors are "affiliates") was
$2,224,042,500 at April 17, 2000, based on the closing sales price of $37.50 per
share for the common stock on such date on the Nasdaq National Market.

         The number of shares of the registrant's common stock outstanding at
April 17, 2000 was 59,307,805.


<PAGE>   2


         This Amendment amends and supplements the Form 10-K filed by the
Company on March 28, 2000 by adding the following Part III, Items 10 through 13:

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                                    DIRECTORS

         Hartmut Lademacher, age 51, is one of the founders of LHS Group Inc. He
has served as Chairman of the Board since the Company's inception in October
1990. He served as Chief Executive Officer from October 1990 to October 1999.
From 1973 to October 1990, Mr. Lademacher was employed by IBM in Germany where
he last served as Manager of Project Marketing.

         Gary D. Cuccio, age 54, has been a director of the Company since
January 2000, and has served as the Company's President and Chief Executive
Officer since November 1999. Prior to joining the Company, Mr. Cuccio served as
President of AirTouch Paging since 1998. He served as Chief Operating Officer of
Omnipoint Communications from 1996 to 1998. Before joining Omnipoint in 1996,
Mr. Cuccio held senior operations positions with AirTouch International in
Europe and Asia from 1994 to 1996. He previously worked at Pacific Bell, now a
subsidiary of SBC Communications, where he held various positions in sales,
marketing, operations, and engineering during his 28 years with the company. Mr.
Cuccio is also a director of Objective Systems Integrators, Inc. and
Saraide.com, a privately held company.

         William O. Grabe, age 61, has been a director of the Company since
December 1995. Mr. Grabe is a managing member of General Atlantic Partners, LLC
("GAP LLC") and has been with GAP LLC since April 1992. Prior to April 1992, Mr.
Grabe was Corporate Vice President and General Manager, Marketing and Services
for IBM US. Mr. Grabe is a director of Compuware Corporation, Marcam Solutions,
Inc., Baan Company N.V., Coda Group Plc., and TDS Informationstechnologie AG,
all of which are software companies, and is also a director of Gartner Group, an
information technology consulting company. He is also a director of a number of
privately held companies.

         George Schmitt, age 56, has been a director of the Company since
October 1996. He has served as President and as a member of the Board of
Directors of Omnipoint Communications, Inc., a PCS carrier, since October 1995.
From November 1994 to September 1995, Mr. Schmitt was President and Chief
Executive Officer of PCS PrimeCo L.P., a PCS services provider formed by
AirTouch Communications, Bell Atlantic, NYNEX and U.S. West. From November 1993
to November 1994, Mr. Schmitt was Executive Vice President of International
Operations of AirTouch Communications. From January 1990 to March 1994, he
served as Vice President of Pacific Telesis Group, a predecessor of AirTouch
Communications. Mr. Schmitt is also a director of Objective Systems Integrators,
Inc. and Telesoft partners.

         Ulf Bohla, age 56, has been a director of the Company since December
1995. He was Chairman of the Board of Vebacom GmbH, a telecommunications service
provider, from July 1994 through July 1998. Mr. Bohla was General Manager of
Telecommunications and Vice President of International Marketing Operations for
IBM Germany from 1970 to 1994. While with IBM, Mr. Bohla also acted as Director
of the North German Region.

         William E. Ford, age 38, has been a director of the Company since
December 1995. Mr. Ford is a managing member of GAP LLC and has been with GAP
LLC since July 1991. From August 1987 to July 1991, Mr. Ford was an associate
with Morgan Stanley & Co. Incorporated. Mr. Ford is also a director of E* Trade
Group, an electronic discount brokerage company, Priceline.com Incorporated and
Tickets.com, Inc., which both provide e-commerce purchasing services for, among
other things, tickets for travel and special events, and Quintiles Transactional
Corp. and Eclipsys Corporation, which are both software companies.

         Vincenzo Damiani, age 60, has been a director of the Company since July
1999. Mr. Damiani has been Corporate Vice President, EDS Corporation, a global
information technology services company, and a member of the EDS EMEA Executive
Board since


                                       2


<PAGE>   3


1997. From 1993 to 1996, he was Corporate Vice President, Digital Equipment, a
global computer hardware and services company, and President of Digital
Equipment Europe. Prior to joining Digital in 1993, Mr. Damiani held various
positions with IBM Europe since 1964, when he joined IBM as an attorney in
Milan, Italy. During his career with IBM, Mr. Damiani held senior management
positions in Europe and the United States. He also is a director of Banca di
Roma.

         Dr. Wolf J. Gaede, age 43, has been a director of the Company since
September 1996 and served as the Company's as Executive Vice President and
General Counsel from January 1997 through March 1999, and as Secretary through
November 1998. From 1991 to January 1997, Dr. Gaede was a partner with the
German law firm of Oppenhoff & Radler. From 1989 to 1991, Dr. Gaede served with
the law firm of Fischotter & Luther in Hamburg, Germany and the law firm of
Fulbright, Jaworski, Reavis & McGrath in New York, New York. From 1986 to 1989,
Dr. Gaede acted as Adjunct Professor at the University of Hamburg, Germany.

                         NON-DIRECTOR EXECUTIVE OFFICERS

         Stefan Sieber, age 40, has served as the Company's Executive Vice
President and Chief Divisional Officer since February 1999. Mr. Sieber joined
LHS in 1995 as Managing Director of LHS Projects. He was then promoted to Vice
President and General Manager of LHS Asia Pacific in May 1996, Senior Vice
President in October 1997, and served in such capacity until January 1999. Prior
to joining LHS, Mr. Sieber was Managing Director, Wireless Business Europe for
EDS from 1994 to 1995, Managing Director of Unicom Germany from 1991 to 1994,
and held several positions in business development, marketing, and research and
development for RWE Germany. Mr. Sieber oversees the Company's worldwide sales,
marketing and project management activities.

         Jon Limbird, age 47, has served as the Company's Chief Technology
Officer since April 1999, and as Executive Vice President of Corporate
Development since January 1999. He has been with the Company since 1996. During
his four years with the Company, he has held the positions of Vice President of
Operations, Vice President of Research and Development, and Senior Vice
President of Product Management. Prior to joining LHS, Mr. Limbird was employed
at Data General Corporation from 1980 until 1996 where he served as General
Manager and Director of the North America Systems Integration business unit. Mr.
Limbird oversees the Company's mergers and acquisitions and product strategy.

         Peter Chambers, 44, has served as the Company's Executive Vice
President, Chief Financial Officer and Treasurer since September 1999. From
1997 to August 1999 Mr. Chambers was Vice President, Finance and a director of
PT Excelcomindo, an Indonesian wireless service provider owned in part by Bell
Atlantic. From 1991 to 1997, Mr. Chambers was employed by Coopers & Lybrand
Consulting. His last position with Coopers & Lybrand Consulting was Executive
Director in charge of the Telecommunications Practice - East Asia. From 1988
through 1991, he was employed by KPMG Consulting as a management consultant in
the telecommunications practice. Mr. Chambers is a Chartered Accountant
(Australia). He is responsible for the Company's accounting, finance, IT,
human resources and administration functions.

         Ruediger Hellmich, age 55, has served as the Company's Executive Vice
President and Chief Business Units Officer since October 1999. From 1997 to
1999, Mr. Hellmich was employed by o.tel.o Communications GmbH & Co., a German
wireless service provider, as Chief Information Officer and a member of the
management board. From 1993 to 1997, he was Managing Director of several joint
venture companies of IBM and its customers. From 1968 to 1993, Mr. Hellmich held
various positions with IBM in Germany and the United States. Mr. Hellmich
oversees the Company's product-based business units and is responsible for
product development and marketing.


                                       3

<PAGE>   4


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Based solely on its review of the copies of Forms 3 and 4, and
amendments thereto, received by it and written representations that no other
reports were required of those persons, the Company believes that during the
fiscal year ended December 31, 1999, all of its directors, executive officers
and beneficial owners of more than 10% of the common stock compiled with
applicable Section 16(a) filing requirements.


ITEM 11. EXECUTIVE COMPENSATION.

                             SUMMARY OF COMPENSATION

         The following table sets forth the compensation for 1999 earned by the
Chief Executive Officer of the Company, the four other most highly compensated
(in terms of salary and bonus) executive officers of the Company, and two
additional individuals for whom disclosures would have been provided pursuant to
paragraph (a) (3) (ii) of Item 402 of Regulation S-K but for the fact that such
individuals were not serving as executive officers of the registrant as of
December 31, 1999.

<TABLE>
<CAPTION>
                                                                                                         LONG-TERM
                                                                                                        COMPENSATION
                                                             ANNUAL COMPENSATION                           AWARDS
                                               ----------------------------------------------        -----------------
     NAME AND PRINCIPAL                                                          OTHER ANNUAL        SHARES UNDERLYING
         POSITION                               SALARY           BONUS           COMPENSATION           OPTIONS (#)
------------------------------                 --------        ----------        ------------        ---------------
<S>                                  <C>       <C>             <C>               <C>                 <C>
Hartmut Lademacher (1)               1999      $337,500               --         $ 30,341 (2)                --
   Chairman of the Board and         1998       540,000               --           60,118 (2)                --
   former Chief Executive            1997       519,233               --          108,168 (2)                --
   Officer

Gary D. Cuccio (3)                   1999        65,758               --            1,910 (4)         1,000,000
    President, Chief Executive
    Officer and Director

Stefan Sieber (5)                    1999       311,728          $28,005          114,213 (6)           375,000
    Executive Vice President         1998       170,425           36,926           17,043                    --
    and Chief Divisional Officer     1997       173,080           16,647           17,308                    --

Jon Limbird                          1999       278,672               --            1,000 (7)           100,000
   Executive Vice President and      1998       178,333           30,000               --                50,000
   Chief Technology Officer          1997       150,000               --               --                    --

Peter Chambers (8)                   1999       103,577               --           46,292 (9)           250,000
    Chief Financial Officer,
    Executive Vice President
    and Treasurer
</TABLE>

                                       4
<PAGE>   5


<TABLE>
<S>                                  <C>       <C>               <C>    <C>          <C>
Ruediger Hellmich (10)               1999      175,524(11)       --         --       300,000
   Executive Vice President
   and Chief Business Lines
   Officer

Jerry W. Braxton (12)                1999      250,000           --     10,250            --
                                     1998      250,000           --     12,300(13)        --
                                     1997      250,000           --         --            --

Dr. Hansjorg Beha (14)               1999      300,000                  12,000(15)        --
                                     1998      215,000            --    31,486(16)        --
</TABLE>

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

(1)      Mr. Lademacher's employment as Chief Executive Officer terminated on
         October 31, 1999.
(2)      Consists of allowances for personal use of a Company-provided
         automobile in both the United States and Europe of $30,341 in 1999,
         $58,387 in 1998 and $56,177 in 1997, respectively, and for personal
         transportation of $21,062 in 1997, tuition reimbursement for Mr.
         Lademacher's children of $17,702 in 1997, deferred compensation of
         $11,496 in 1997, and premiums for life insurance of $1,731 and $1,731
         in 1998 and 1997, respectively.
(3)      Mr. Cuccio's employment with the Company commenced on November 1, 1999.
(4)      Consists of car allowance of $1,000 and reimbursed moving expenses of
         $910 in 1999.
(5)      Mr. Sieber was appointed an executive officer of the Company in
         February 1999.
(6)      Consists of tuition reimbursement of $13,100 for Mr. Sieber's children,
         foreign service allowances of $12,980, relocation allowance of $70,660,
         and car allowance of $17,473.
(7)      Consists of car allowance of $1,000.
(8)      Mr. Chambers' employment with the Company commenced on September 7,
         1999.
(9)      Consists of relocation allowance of $44,292 and car allowance of
         $2,000.
(10)     Mr. Hellmich's employment with the Company commenced on October 1,
         1999.
(11)     Consists of compensation deferred at the election of Mr. Hellmich.
(12)     Mr. Braxton resigned from his position as Chief Financial Officer,
         Executive Vice President and Treasurer effective September 7, 1999.
(13)     Consists of car allowance.
(14)     Dr. Beha resigned from his position as Executive Vice President -
         Technology effective March 29, 1999.
(15)     Consists of car allowance.
(16)     Consists of allowances for expenses of $22,486 incurred in connection
         with Dr. Beha's relocation from Germany to the United States and $9,000
         for personal use of a Company-provided automobile.


                                       5
<PAGE>   6

                        OPTION GRANTS IN LAST FISCAL YEAR

         The Company granted the following stock options to the Named Executive
Officers during the fiscal year ended December 31, 1999.



<TABLE>
<CAPTION>

                                                  INDIVIDUAL GRANTS
                           ----------------------------------------------------------------
                                                  % OF
                            NUMBER OF            TOTAL
                            SECURITIES          OPTIONS/
                            UNDERLYING            SARS
                           OPTIONS/SARS         GRANTED        EXERCISE OR
                             GRANTED          TO EMPLOYEES     BASE PRICE        EXPIRATION
NAME                           (#)           IN FISCAL YEAR     ($/SHARE)           DATE
----                       ------------      --------------    -----------       ----------
<S>                        <C>               <C>               <C>               <C>
Gary D. Cuccio               1,000,000            19.13%       $  28.6250        11/01/2009
Stefan Sieber                   50,000             0.96%          51.8700         1/01/2009
                               300,000             5.74%          37.6250         3/19/2009
                                25,000             0.48%          26.9375         6/16/2009
Jon Limbird                     50,000             0.96%          51.8750         1/01/2009
                                50,000             0.96%          26.9375         6/16/2009
Peter Chambers                 250,000             4.78%          32.6200         9/07/2009
Ruediger Hellmich              300,000             5.74%          29.1250        10/01/2009


<CAPTION>


                                         POTENTIAL REALIZABLE VALUE AT ASSUMED
                                        ANNUAL RATES OF STOCK PRICE APPRECIATION
                                              FOR OPTION TERM (10 YEARS)*
                           -----------------------------------------------------------------
                                        5%                                   10%
                           ---------------------------           ---------------------------
                                                                   PRICE
                           PRICE PER       AGGREGATE                PER           AGGREGATE
NAME                         SHARE           VALUE                 SHARE            VALUE
----                       ---------       ---------               -----          ---------
<S>                        <C>            <C>                    <C>            <C>
Gary D. Cuccio             $ 46.6271      $ 18,002,100           $  74.2459     $ 45,620,900
Stefan Sieber                84.4907         1,631,035             134.5374        4,133,370
                             61.2872         7,098,660              97.5896       17,989,380
                             43.8783           423,520              69.8689        1,073,285
Jon Limbird                  84.4989         1,631,195             134.5504        4,133,770
                             43.8783           847,040              69.8689        2,146,570
Peter Chambers               53.1345         5,128,625              84.6079       12,996,975
Ruediger Hellmich            47.4416         5,494,980              75.5427       13,925,310
</TABLE>

*    The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates as set by the Securities and Exchange Commission and are
not intended to forecast future price appreciation of Company common stock. The
gains reflect a future value based upon growth at these prescribed rates. The
Company did not use an alternative formula for a grant date valuation, an
approach which would state gains at present, and therefore lower, value.



                   OPTION EXERCISES AND FISCAL YEAR-END VALUES

         The following table sets forth information regarding (a) the number of
shares of common stock received upon exercise of options by the Company's
executive officers in the fiscal year ended December 31, 1999, (b) the net value
realized upon such exercise, (c) the number of unexercised options held as of
December 31, 1999 and (d) the aggregate dollar value of unexercised options held
at December 31, 1999.

    Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End
                                 Option Values

<TABLE>
<CAPTION>

                                                                                                                VALUE OF
                                                                                                               UNEXERCISED
                                                                        NUMBER OF SECURITIES UNDER-            IN-THE-MONEY
                                                                         LYING UNEXERCISED OPTIONS            OPTIONS AT
                                       SHARES                             AT DECEMBER 31, 1999(#)        DECEMBER 31, 1999($)(1)
                                      ACQUIRED          VALUE           ---------------------------     -------------------------
              NAME                 ON EXERCISE(#)     REALIZED($)        EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE
              ----                 --------------     -----------       ---------------------------     -------------------------
<S>                                <C>                <C>               <C>                             <C>
Hartmut Lademacher                     106,251         2,673,541                3,125/28,125                   68,477/616,289

Jerry W. Braxton                       170,000         4,308,325                   60,000/--                       1,314,750/

Dr. Hansjorg Beha                       20,000           271,000             122,500/337,500                  267,969/738,281

Stefan Sieber                           10,000           251,000              20,481/424,219                448,790/1,078,511

Jon Limbird                                 --                --              63,843/186,157              1,073,713/1,117,538

Gary D. Cuccio                              --                --                --/1,000,000                            --/--

Peter Chambers                              --                --                  --/250,000                            --/--

Ruediger Hellmich                           --                --                  --/300,000                            --/--
</TABLE>

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

(1)      Value is based on the difference between the option exercise price and
         the fair market value of $24.5625 per share at December 31, 1999
         multiplied by the number of shares underlying the option.


                              DIRECTOR COMPENSATION

         Directors do not receive cash retainers or fees for attendance at
meetings of the Board of Directors or committees of the Board but are reimbursed
for reasonable expenses incurred by them in connection with their attendance at
Board and committee meetings.

         In lieu of cash compensation, the Company in 1996 granted non-qualified
options to purchase 100,000 shares of common stock to each of the seven
directors of the Company who were serving as directors at that time. The
exercise price of all options held by those seven directors is $2.65 per share,
and these options expire in 2006. The Company granted to Vincenzo Damiani, upon
his appointment as a director in 1999, non-qualified options to purchase 100,000
shares of common stock at an exercise price of $31.8125. Gary D. Cuccio, who
also is the Company's President and Chief Executive Officer, did not receive any
additional option grants or other compensation in connection with his
appointment as a director in January 2000. All options granted to directors are
immediately exercisable into non-vested restricted shares of common stock, or
vest at the rate of 25% one year from the date of the option grant and 1.56% on
the monthly anniversary of the


                                       6
<PAGE>   7


grant date in each of the succeeding 48 months. The restrictions on 25% of the
restricted shares lapse one year from the date of the option grant, and the
restrictions on 1.56% of the shares lapse on the monthly anniversary of the
grant date in each of the succeeding 48 months.


                              EMPLOYMENT AGREEMENTS

         Gary D. Cuccio, President and Chief Executive Officer, entered into an
employment agreement with the Company on September 5, 1999. The agreement
provides for base compensation of $400,000 per year. The agreement also provides
for an incentive bonus of up to $400,000 per year, options to purchase 1,000,000
shares of common stock in accordance with the terms and conditions of the LHS
Group Inc. 1996 Stock Incentive Plan and the Company's standard non-qualified
option agreement, and reimbursement of up to $70,000 in relocation expenses. The
agreement may be terminated by the Company at any time without notice, and by
Mr. Cuccio upon six months notice to the Company. In the event the Company
terminates Mr. Cuccio's employment without cause, he is entitled to receive a
lump sum severance payment equal to his then-current base annual salary.

         Peter Chambers, Chief Financial Officer, Executive Vice President and
Treasurer, entered into an employment agreement with the Company on June 23,
1999. The agreement provides for an annual salary of $300,000 per year, a car
allowance of $1,000 per month and a one time payment of $50,000 to cover
relocation expenses. The agreement also provides for options to purchase 250,000
shares of common stock in accordance with the terms and conditions of the LHS
Group Inc. 1996 Stock Incentive Plan and the Company's standard non-qualified
option agreement. The agreement is for no specific period of time and may be
terminated by either party upon 180 days notice, and by the Company at any time
without notice for cause.

         Ruediger Hellmich, Executive Vice President and Chief Business Lines
Officer, entered into an employment agreement with the Company on June 23, 1999.
The agreement provides for an annual salary of $300,000 per year, a car
allowance of $1,000 per month and a one time payment of $70,000 to cover
relocation expenses. The agreement also provides for options to purchase 300,000
shares of common stock in accordance with the terms and conditions of the LHS
Group Inc. 1996 Stock Incentive Plan and the Company's standard non-qualified
option agreement. The agreement is for no specific period of time and may be
terminated by either party upon 180 days notice, and by the Company at any time
without notice for cause.

         Stefan Sieber, Executive Vice President and Chief Divisional Officer,
entered into an employment agreement with the Company on March 19, 1999. The
agreement provides for an annual salary of $300,000 per year, and a one time
payment of $70,000 to cover relocation expenses. The agreement also provides for
options to purchase 300,000 shares of common stock in accordance with the terms
and conditions of the LHS Group Inc. 1996 Stock Incentive Plan and the Company's
standard non-qualified option agreement. The agreement is for no specific period
of time and may be terminated by either party upon 180 days notice, and by the
Company at any time without notice for cause.


                        COMPENSATION COMMITTEE INTERLOCKS
                            AND INSIDER PARTICIPATION

         The Board's Compensation Committee is comprised of William O. Grabe,
who serves as the Chairman of the Committee, and Ulf Bohla. There were no
compensation committee interlocks during 1999.

                                       7
<PAGE>   8


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of March 31, 2000, by (a)
each person who is known by the Company to own more than 5% of the Company's
common stock, (b) each director, (c) each executive officer named in the Summary
Compensation Table herein and (d) all directors and executives officers as a
group.

<TABLE>
<CAPTION>
                                                                          SHARES         PERCENT
NAME AND ADDRESS                                                        BENEFICIALLY    OF CLASS
OF BENEFICIAL OWNER                                                       OWNED(1)     OWNED(1)(2)
-------------------                                                     ------------   -----------
<S>                                                                     <C>            <C>
5% Stockholders
General Atlantic Partners, LLC(3) ..................................      8,161,343      13.8%
Sema Group plc(4)...................................................     10,141,250      14.7%

Directors
Hartmut Lademacher(5) ..............................................      5,487,501       9.2%
William O. Grabe(3) ................................................      8,314,578      13.8%
William E. Ford(3) .................................................      8,271,343      13.8%
Ulf Bohla(6) .......................................................         60,000         *
Gary D. Cuccio .....................................................          1,000         *
Dr. Wolf Gaede(7)...................................................        347,985         *
George F. Schmitt(6) ...............................................         67,280         *
Vicenzo Damiani.....................................................        100,000         *

Named Executive Officers
Stefan Sieber(6)....................................................        132,199         *
Jon Limbird(6)......................................................         99,311         *
Peter Chambers......................................................              0         *
Ruediger Hellmich ..................................................              0         *
Jerry Braxton.......................................................          4,000         *
Hansjorg Beha.......................................................              0         *

All executive officers and directors as a group (12 persons).(8)...      14,509,854      24.3%
</TABLE>

-------------------------
*        Less than one percent (1%).
(1)      The persons and entities named in the table have sole voting and
         investment power with regard to all shares shown as beneficially owned
         by them, except as noted below. Information is as of March 31, 2000
         unless otherwise indicated. Pursuant to the rules of the Securities and
         Exchange Commission, the number of shares of Common Stock beneficially
         owned by a specified person or group includes shares issuable pursuant
         to convertible securities, warrants and options held by such person or
         group which may be converted or exercised within 60 days after March
         31, 1999. Such shares are deemed to be outstanding for the purpose of
         computing the percentage of the class beneficially owned by such person
         or group but are not deemed to be outstanding for the purpose of
         computing the percentage of the class owned by any other person or
         group.
(2)      Based on 59,062,017 shares of Common Stock outstanding as of March 31,
         2000.
(3)      Includes (a) 4,941,006 shares of common stock held by General Atlantic
         Partners 23, L.P. ("GAP 23"), (b) 2,040,931 shares of common stock held
         by General Atlantic Partners 31, L.P. ("GAP 31"), (c) 1,179,406 shares
         of common stock owned by GAP Coinvestment Partners, L.P. ("GAP
         Coinvestment"), (d) 10,000 shares of common stock and options to
         purchase an additional 100,000 shares of common stock held by Mr. Ford,
         and (e) 91,235 shares of common stock held by Mr. Grabe and 6,000
         shares of common stock held by each of Mr. Grabe's two minor children.
         We refer to GAP 23, GAP 31 and GAP Coinvestment as the "General
         Atlantic Stockholders." The general partner of GAP 31 and GAP 23 is
         General Atlantic Partners, LLC ("GAP LLC").


                                       8

<PAGE>   9

         The managing members of GAP LLC are Steven A. Denning, David C.
         Hodgson, J. Michael Cline, William O. Grabe, Peter L. Bloom, William E.
         Ford and Franchon M. Smithson. The managing member of GAP LLC are the
         general partners of GAP Coinvestment. Messrs. Ford and Grabe, directors
         of the Company, are managing members of GAP LLC and general partners of
         GAP Coinvestment. Mr. Ford and Mr. Grabe disclaim beneficial ownership
         of shares owned by the General Atlantic Stockholders, except to the
         extent of their respective pecuniary interests therein. The General
         Atlantic Stockholders disclaim beneficial ownership of the shares of
         common stock and options to purchase common stock held by Mr. Ford and
         the shares of common stock held by Mr. Grabe and his minor children.
         The address for the General Atlantic Stockholders, GAP LLC, Mr. Ford
         and Mr. Grabe is c/o of General Atlantic Service Corporation, 3
         Pickwick Plaza, Greenwich, Connecticut 06830.
(4)      Pursuant to a stock option agreement entered into by Sema Group plc
         ("Sema") and the Company on March 14, 2000, Sema has the right to
         purchase 17.5% of the Company's common stock outstanding on the date
         the option is exercised. Sema's address is 233 High Holborn, London,
         WC1V 7D5 England.
(5)      Includes options to purchase 7,813 shares. The address of Mr.
         Lademacher is LHS Group Inc., Six Concourse Parkway, Suite 2700,
         Atlanta, Georgia 30328.
(6)      Consists of options to purchase shares of common stock.
(7)      Consists of options to purchase 54,972 shares of common stock.
(8)      Includes options to purchase 590,040 shares of common stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         A subsidiary of the Company leases office space in Frankfurt, Germany
from a corporation controlled by the Company's Chairman of the
Board, Hartmut Lademacher. During the fiscal year ended December 31, 1999, the
Company made lease payments totaling $ 317,000 to this corporation.

         During 1999, the Company paid approximately $172,000 to H.L. Aircraft
Leasing Company for the use of its aircraft. Hartmut Lademacher is the sole
proprietor of H.L. Aircraft Leasing Company.

         The Company believes that each of the above transactions was on terms
no less favorable to the Company than could have been obtained from unaffiliated
third parties on an arm's-length basis. The Company has adopted a policy
requiring that all transactions between the Company and its officers, directors
or other affiliates, or entities in which such person has an interest, must be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties on an arm's-length basis and must be approved in
advance by a majority of the Company's directors who have no interest in the
transaction.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               LHS GROUP INC.
                                                   (Registrant)



                                          By:  /s/ Scott A. Wharton
                                               ---------------------------------
                                               Scott A. Wharton
                                               Senior Vice President,
                                               General Counsel and Secretary

Date: April 21, 2000



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