SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
JANUARY 30, 2001
(DATE OF EARLIEST EVENT REPORTED)
VESTA INSURANCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-12338 63-1097283
(COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
3760 RIVER RUN DRIVE 35243
BIRMINGHAM, ALABAMA (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
(205)970-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Item 5. Other Events.
On January 30, 2001, the registrant issued a press release announcing the retirement of its 2,950,000 shares of Series A Convertible Preferred Stock, eliminating $2.25 million in annual dividend payments.
[The terms of the agreement are: 5,900,000 shares of common stock for $15 million cash and a note in the amount of $32,200,000, which is due in 120 days. The note carries a 9% annual interest rate.]
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
99.1 Press release dated January 30, 2001 issued by the registrant.
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, hereunto duly authorized.
Dated as of January 30, 2001
VESTA INSURANCE GROUP, INC.
By /s/ Donald W. Thornton
--------------------------------
Senior Vice President-General
Counsel and Secretary
TYPE: EX-99.1 SEQUENCE: 2 DESCRIPTION: PRESS RELEASE
Exhibit 99.1
BIRMINGHAM, Ala. - January 30, 2001 - Vesta Insurance Group, Inc. (NYSE: VTA) announced today that it has effectively retired 2,950,000 shares of Series A Convertible Preferred Stock, eliminating $2.25 million in annual dividend payments for the Company.
In the transaction, Vesta negotiated the conversion of the preferred stock and repurchased the 5,900,000 shares of common stock issued upon conversion for $47,200,000. The preferred stock and underlying common stock, formerly held by The Birmingham Investment Group, LLC, had been offered for public sale under an effective registration statement since December, 2000. Vesta intends to amend this registration statement to allow it to continue to offer the common stock for sale from time to time.
With the closing of this transaction, James A. Taylor, Sr. and Larry D. Striplin, Jr. resigned as Directors of Vesta Insurance Group, Inc.Vesta also announces a debt for equity swap in which $3.475 million face amount of its 8.525% Trust Preferred Securities were exchanged for 379,919 shares of Vesta Common Stock, eliminating $296,244 of interest expense on an annual basis.
“Through a number of transactions during the past 13 months, we have reduced our ongoing annual interest expense and preferred dividend obligations by approximately 50%,” said James E. Tait, Chairman of Vesta.
This news release does not constitute an offer to sell any securities.
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