As filed with the Securities and Exchange Commission on February 15, 2001.
Registration No. 333-41560
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VESTA INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 6711 63-1097283
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
----------------------------------------------------------------------------------------------------
3760 River Run Drive
Birmingham, Alabama 35243
(205) 970-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------------------------------------------------
John McCullough, Vice President and Associate General Counsel
Vesta Insurance Group, Inc.
3760 River Run Drive
Birmingham, Alabama 35243
(205) 970-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement As soon as practicable following the
of proposed sale to the public: effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.[ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED February 15, 2001
[Logo]
5,900,000 SHARES OF COMMON STOCK
VESTA INSURANCE GROUP, INC.
Vesta Insurance Group, Inc. is offering up to 5,900,000 shares of our
common stock. We may offer these shares from time to time directly to
investors, through agents or finders acting on our behalf, or through
underwriters. We will sell these shares directly, or through our agents or
finders, at negotiated prices. If we engage any underwriters to sell these
shares, we will set forth in a prospectus supplement the nature of the
underwriting arrangements, the applicable underwriters discounts and commissions
and the net proceeds we will receive in the sales.
We have listed these shares of our common stock for trading on the New
York Stock Exchange under the symbol "VTA."
_____________________________________
The shares offered in this prospectus involve a high degree of risk. You
should carefully consider the "risk factors" described beginning on page 1 in
determining whether to purchase the shares being offered hereby.
_____________________________________
Neither the U.S. Securities and Exchange Commission nor any State
Securities Commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
_____________________________________
The date of this Prospectus is _________________, 2001
TABLE OF CONTENTS
Page
----
VESTA INSURANCE GROUP.................................... 1
RISK FACTORS............................................. 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......... 4
USE OF PROCEEDS.......................................... 4
PLAN OF DISTRIBUTION..................................... 4
VALIDITY OF SECURITIES................................... 6
EXPERTS.................................................. 6
WHERE YOU CAN FIND MORE INFORMATION...................... 6
VESTA INSURANCE GROUP
Vesta Insurance Group, Inc. is a holding company for a group of personal
lines insurance companies that offer property/casualty, life and accident and
health insurance. Our principal operating subsidiary is Vesta Fire Insurance
Corporation. Our principal executive offices are at 3760 River Run Drive,
Birmingham, Alabama 35243, and our telephone number is (205) 970-7000.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones we may face. If any of the following risks actually occur, our
business, financial condition or results of operations could be materially and
adversely affected. In such case, the trading price of our Common stock could
decline, and you may lose all or part of your investment.
BUSINESS RISKS
The Personal Lines Insurance Business is Highly Competitive, and We May Not Be
Able to Compete Effectively Against Larger, Better Capitalized Companies
We compete with dozens of property and casualty insurance companies, many
of which are better capitalized than us and have higher A.M. Best ratings than
us. We believe that the superior capitalization of many of our competitors
enables them to withstand lower profit margins and, therefore, to offer lower
rates. We believe that the superior capitalization of many of our competitors
enables them to market their products more aggressively and to take advantage
more quickly of new marketing opportunities, such as the internet. We also
believe that our competition may become increasingly better capitalized in the
future as the traditional barriers between insurance companies and banks and
other financial institutions erode and as the property and casualty industry
continues to consolidate. We believe that our ability to compete against our
larger, better capitalized competitors depends on our ability to deliver
superior service and our strong relationships with our independent agency force.
If Our Competitors Decided to Target Our Customer Base by Offering Lower Priced
Insurance, We May Not Be Able to Respond Competitively
We price our insurance based on estimated profit margins, and we do not
expect to be able to significantly reduce our current estimated profit margins
in the near future. Many of our competitors, however, are better capitalized
than we are and may be able to withstand significant reductions in their
estimated profit margins. If our competitors decided to target our customer base
by offering lower priced insurance, we may not be able to respond competitively.
We Depend On Agents Who May Discontinue Sales of Our Policies at Any Time
Our relationship with our independent agents is perhaps the most important
component of our current competitive profile. If these independent agents find
it easier to do business with our competitors, it would be difficult to renew
our existing business or attract new business in our Personal Lines segment.
Because we do business with approximately 2500 agencies in 42 states, we can not
rely on the independent agents' loyalty to us. Although we believe we enjoy good
relationships with our independent agents and are striving to make doing
business with us as easy as possible, we cannot be sure that these agents will
continue to sell our insurance to the individuals they represent.
If We Cannot Adequately Meet Our Independent Agents' Needs or Keep Pace with Our
Competitors' Technological Advances, We May Lose Significant Business
Because we do business with approximately 2,500 agents in approximately 40
states, we must be able to offer these agents innovative solutions to their
daily problems and be able to respond to their needs as quickly as
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possible to develop their loyalty. If our agency force finds it easier to do
business with our competitors, we may not be able to retain their business.
If We Cannot Maintain and Improve Our A.M. Best Ratings, We May Not Be Able to
Maintain Premium Volume in Our Insurance Operations Sufficient to Attain Our
Financial Performance Goals
Our ability to retain our existing business or to attract new business in
our insurance operations depends largely on our rating by A.M. Best Company.
Although A.M. Best Company upgraded our rating to "B+" in February, 2000, we
believe we must further improve our rating in order to more effectively compete
in the highly competitive personal lines insurance market. Although we intend
to work towards a higher rating, A.M. Best Company has ultimate discretion over
its rating assignments. If we are unable to achieve a higher A.M. Best rating,
we may not be able to grow our premium volume sufficient to attain our financial
performance goals. If A.M. Best were to downgrade our rating, we could lose
significant premium volume.
Our Acquisition Strategy May Require Us to Make Significant Capital Infusions,
Be Dilutive to Our Existing Shareholders, and Result in Difficulties in
Assimilating and Integrating the Operations, Personnel, Technologies, Products
And Information Systems of Acquired Companies.
We have announced a strategy to maximize our returns through strategic
investments, including entry into non-standard automobile, life and annuity
products and accident and health coverage, and we plan to pursue acquisition
opportunities in the future. Acquisitions may require significant capital
infusions, typically entail many risks and could result in difficulties in
assimilating and integrating the operations, personnel, technologies, products
and information systems of the acquired company. We may also encounter
unanticipated expenditures, changing relationships with customers, suppliers and
strategic partners, or contractual, intellectual property or employment issues.
In addition, the key personnel of the acquired company may decide not to work
for us. The acquisition of another company or its products and technologies may
also require us to enter into a geographic or business market in which we have
little or no prior experience. These challenges could disrupt our ongoing
business, distract our management and employees and increase our expenses. In
addition, acquisitions may materially and adversely affect our results of
operations because they may require large one-time write-offs, increased debt
and contingent liabilities, substantial depreciation or deferred compensation
charges or the amortization of expenses related to goodwill and other intangible
assets. We may seek to account for acquisitions under the pooling-of-interests
accounting method, but that method may not be available. Any of these events
could cause the price of our common stock to decline. Furthermore, if we issue
equity or convertible debt securities to pay for an acquisition, the issuance
may be dilutive to our existing shareholders. In addition, the equity or debt
securities that we may issue could have rights, preferences or privileges senior
to those of the holders of our Common Stock.
We cannot assure you that we will be able to consummate any of our
acquisitions or that we will realize the benefits anticipated from these
acquisitions. In the future, we may not be able to find other suitable
acquisition opportunities. Even if we do find suitable acquisition
opportunities, we may not be able to consummate the acquisitions on commercially
acceptable terms. Moreover, due to our limited acquisition experience, it may be
difficult for us to successfully integrate any acquired businesses, products,
technologies or personnel, which could materially and adversely affect our
business, financial condition and results of operations.
FINANCIAL RISKS
We Are Currently Defending Class Action Litigation Seeking Unspecified but
Potentially Significant Damages
As discussed in our public filings, we are currently defending a class
action lawsuit alleging, among other things, violations of the federal
securities laws. As of December 31, 2000, this class action was still in its
preliminary stages. However, the damages or settlement costs incurred by us in
disposition of this proceeding could be substantial. Although we have procured
a multi-tiered package of directors and officers liability insurance to cover
such damages or settlement costs, the issuer of the primary $25 million policy,
the Cincinnati Insurance Company, has attempted to rescind its policy. We cannot
guarantee that insurance coverage will ultimately be available for any damages
or settlements costs incurred. If the damages or settlement costs incurred in
connection
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with this class action are ultimately determined to not be covered by our
directors' and officers' insurance policies for any reason, we may incur a
significant loss during the period in which such determination is made.
We Face a Risk of Non-Collection of Reinsurance Recoverables Involving
Substantial Amounts
Although we reinsure a significant portion of potential losses on the
policies which we issue, we initially pay all claims and seek to recover the
reinsured losses from our reinsurers. Although we report as assets the amount of
claims paid which we expect to recover from reinsurers, we can never be certain
that we will be able to collect those amounts. Sometimes the reinsurer is unable
to pay, and other times the reinsurer may dispute our calculation of the amounts
recoverable. Approximately $54.5 million of our reinsurance recoverables
reported as of September 30, 2000 was attributable to one reinsurance treaty.
Although we believe this amount is properly recoverable under the terms of such
treaty, the various treaty participants have disputed our calculation. If the
amount recoverable under such treaty is ultimately determined to be materially
less than the amount we have reported as recoverable, we may incur a significant
loss during the period in which such determination is made.
If Loss Reserves Prove to be Inadequate, Then We Would Incur a Charge to
Earnings
We maintain reserves to cover our estimated ultimate liability for losses
and related expenses with respect to reported and unreported claims incurred. To
the extent that reserves prove to be inadequate in the future, we would have to
increase our reserves and incur a charge to earnings in the period such reserves
are increased, which could have a material adverse effect on our financial
condition and results of operations. The establishment of appropriate reserves
is an inherently uncertain process, and we can not be sure that ultimate losses
and related expenses will not materially exceed our reserves. Reserves are
estimates involving actuarial and statistical projections at a given time of
what we expect to be the cost of the ultimate settlement and administration of
claims based on facts and circumstances then known, estimates of future trends
in claims severity and other variable factors such as inflation.
Substantial Sales of Our Common Stock by Our Large Stockholders Could Cause Our
Stock Price to Fall.
We have a limited number of stockholders that hold a large portion of our
common stock, and a limited number of persons may acquire large portions of our
common stock as a result of this offering. To the extent any large stockholder
sells substantial amounts of our common stock in the public market, the market
price of our common stock could fall.
Some of the shares that we are offering may be subject to a pledge in favor of
the Birmingham Investment Group, LLC. If we transfer shares to you that are
subject to this pledge without repaying the principal amount of the related note
at a rate of $6.44 per share, then your interest in these shares could remain
subject to that pledge.
We are offering for sale 5,900,000 shares of our common stock held in our
treasury. We have also pledged 5,000,000 shares of our common stock to the
Birmingham Investment Group to secure our obligations to repay a $32,200,000
note due May 26, 2001. See, "Use of Proceeds." The shares that are subject to
this pledge will be automatically released from this pledge upon our repayment
of the principal amount of the related note at the rate of $6.44 per share. If,
for any reason, we sell shares that are subject to this pledge without repaying
the requisite amount of the related note or otherwise securing a release of the
shares from this pledge, then the shares could remain subject to that pledge
after you purchase them.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities Exchange Commission allows us to "incorporate by reference"
information that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934:
(a) our Annual Report on Form 10-K for the fiscal year ended December 31,
1999 filed March 30, 2000, as amended by Form 10-K/A filed November 29, 2000;
(b) our definitive proxy materials dated April 11, 2000 for the annual
meeting of stockholders held May 18, 2000;
(c) our Quarterly Reports on Form 10-Q for the quarter ended September 30,
2000, June 30, 2000 and March 31, 2000;
(d) our Current Reports on Form 8-K filed January 30, 2001, January 11,
2001, July 14, 2000, June 21, 2000 and January 13, 2000, and our amended current
report on Form 8-K/A filed September 12, 2000;
(e) The description of our common stock set forth in our registration
statement on Form 8-A, filed November 13, 1993, as supplemented by the rights
registered on Form 8-A filed July 12, 2000, as amended on September 1, 2000.
We will provide without charge to each person to whom this Prospectus is
delivered, on the written or oral request of any such person, a copy of any or
all documents incorporated herein by reference (other than the exhibits to such
documents unless such exhibits are specifically incorporated by reference).
Such requests should be directed to John McCullough, Vice President - Associate
General Counsel, Vesta Insurance Group, Inc., 3760 River Run Drive, Birmingham,
Alabama 35243.
USE OF PROCEEDS
As discussed in "Plan of Distribution" below, we intend to use the
proceeds of this offering to repay a $32,200,000 promissory note that we made to
the Birmingham Investment Group, LLC in connection with our recent repurchase of
these shares. This note becomes due on May 26, 2001 and bears interest at the
rate of 9% per annum. In addition, we may use the proceeds from the sale of the
shares for working capital and other general corporate purposes.
PLAN OF DISTRIBUTION
We repurchased these shares from the Birmingham Investment Group, LLC on
January 29, 2001 in exchange for $15 million in cash and a $32.2 million note
due May 26, 2001. This note is secured by our pledge of five million
(5,000,000) shares of our common stock, which may be the same shares that we are
offering for sale in this prospectus.
Under the terms of the pledge agreement, the Birmingham Investment Group
shall automatically release one share from the pledge for every $6.44 principal
amount we repay on the note. Recognizing our intent to repay this note with the
proceeds that we receive from the sale of these shares, as well as our need to
deliver these shares free and clear of any lien, the Birmingham Investment Group
has further agreed, pursuant to the terms of a related letter agreement dated
January 26, 2001, to release shares from the pledge upon reasonable prior notice
of a proposed sale, provided we repay the principal owing on the note in an
amount equal to $6.44 per share sold within 5 business days after the sale.
This procedure permits us to secure the release of any shares that may be
subject
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to the pledge agreement prior to actually making the requisite principal
repayment on the related note. We intend to obtain appropriate documentation
from the Birmingham Investment Group evidencing the release of shares from this
pledge from time to time and as requested by potential purchasers.
We may sell the securities being offered hereby in one or more of the
following ways from time to time:
. directly to investors;
. through agents and finders, including Cochran, Caronia and Co. Inc.; or
. to underwriters for resale to the public or to investors.
Direct Sales
We may sell the shares of common stock directly to one or more purchasers
without using agents, finders or underwriters.
Agents and Finders
We may engage agents or finders to use their reasonable efforts to solicit
purchasers for the shares, including Cochran, Caronia and Co., Inc, a full
service financial advisory firm that routinely provides financial advisory
services to us. During 2000, we paid Cochran, Caronia approximately $1.3
million in fees. If we engage any other finders or agents with which we have
any material relationship, we will provide a prospectus supplement describing
that relationship.
Underwriters
If we engage underwriters to sell the shares, they will acquire the
underwritten shares for their own account. The underwriters may resell the
shares in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
If we engage any underwriters to sell the shares, we will set forth in a
prospectus supplement the following information concerning the underwriter and
our relationship with the underwriter:
. the name or names of the underwriters;
. whether the underwriting is a firm commitment or best efforts
arrangement;
. the amount of shares underwritten;
. any material relationship we may have with the underwriter;
. the nature of any underwriter's compensation and any discounts and
commissions to be paid to the underwriter or any dealers in connection
with the sale of the underwritten shares;
. the nature of any over-allotment option giving the underwriter the
right to buy additional shares from us;
. whether the underwriter has any representation on our board of
directors;
. the nature of any indemnification agreement we may have with the
underwriter;
. any anticipated market stabilizing transactions in which the
underwriter may engage; and
. the purchase price of the securities being offered and the net proceeds
we will receive from the sale.
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VALIDITY OF SECURITIES
The validity of the Common stock offered hereby will be passed on by
Donald W. Thornton, Senior Vice President and General Counsel to Vesta. As of
December 31, 2000, Mr. Thornton was the beneficial owner of 92,968 shares of our
Common stock.
EXPERTS
The financial statements as of December 31, 1999 and December 31, 1998 and
for each of the years then ended, incorporated in this prospectus by reference
to the Annual Report on Form 10-K/A, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The financial statements and schedules as of December 31, 1997 and for the
year then ended December 31, 1997, incorporated by reference herein and in the
Registration Statement, have been incorporated by reference in reliance upon the
reports of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of Securus Financial Corporation and
Subsidiaries as of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999, incorporated in this prospectus by reference
to the Current Report on Form 8-K/A of Vesta Insurance Group, Inc. dated
September 12, 2000, have been so incorporated in reliance on the report of Grant
Thornton LLP, independent certified public accountants, given on the authority
of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act, and
in accordance therewith file reports and other information with the Commission.
Such reports and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can also be obtained at
prescribed rates by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants, that file electronically at
http://www.sec.gov.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, to be borne by Vesta are:
Securities and Exchange Commission Registration Fee .............................. $10,027.75
Fees and Expenses of Counsel...................................................... 10,000.00
Fees of Accountants .............................................................. 15,000.00
Miscellaneous Expenses............................................................ 1,000.00
----------
Total..................................................................... $36,027.75
==========
Item 15. Indemnification of Directors and Offices
Vesta is a Delaware corporation. Section 145 of the Delaware General
Corporation Law empowers a Delaware corporation to indemnify any person who was
or is a party to or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
such corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. A corporation may indemnify such person against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. A corporation may, in
advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees) incurred by any officer or director in defending such action provided that
the director or officer undertake to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where the officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of other rights to which an officer or director may be
entitled under any corporation's bylaws, agreement or otherwise.
Vesta's Certificate of Incorporation provides that no officer or director
of Vesta will be personally liable to Vesta or its shareholders for monetary
damages for breach of fiduciary duty as an officer or director, except for
liability (i) for any breach of the officer's or director's duty of loyalty to
Vesta or shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, which concerns unlawful
payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the officer or director received an improper personal
benefit.
Vesta's Bylaws provide that each director and officer of Vesta, and each
person serving at the request of Vesta as a director, officer, employee or agent
of any other corporation or of a partnership, joint venture, trust or other
enterprise, who was or is made a party to or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, will be indemnified
and held harmless to the fullest extent authorized by Delaware law against all
expense, liability and loss reasonably incurred by such indemnitee in such
action, suit or proceeding.
II-1
Vesta's Bylaws also provide that Vesta may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of Vesta or of
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss.
While Vesta's Certificate of Incorporation and Bylaws provide officers and
directors with protection from awards for monetary damages for breaches of their
duty of care, they do not eliminate such duty. Accordingly, the Certificate of
incorporation will have no effect on the availability of equitable remedies such
as an injunction or rescission based on an officer's or a director's breach of
his or her duty of care.
Item 16. Exhibits
An index to Exhibits attached to this registration statement appears at
page II-5 hereof.
Item 17. Undertakings
(a) Vesta hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) Vesta hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of Vesta's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Birmingham, State of
Alabama, on February 14, 2001.
VESTA INSURANCE GROUP, INC.
By: /s/ Norman W. Gayle, III
-------------------------------
Norman W. Gayle, III, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 14, 2001.
Signature Title
--------- -----
/s/ Norman W. Gayle, III President (Principal Executive
----------------------------------- Officer), Director
Norman W. Gayle, III
/s/ James E. Tait Chairman of the Board of Directors
-----------------------------------
James E. Tait
/s/ W. Perry Cronin Chief Financial Officer
----------------------------------- (Principal Financial Officer)
William P. Cronin
/s/ Hopson B. Nance Controller
----------------------------------- (Principal Accounting Officer)
Hopson B. Nance
----------------------------------- Director
Robert B. D. Batlivala
* Director
-----------------------------------
Walter M. Beale, Jr.
* Director
-----------------------------------
Ehney A. Camp, III
* Director
-----------------------------------
Alan S. Farrior
* Director
-----------------------------------
Clifford F. Palmer
* Director
-----------------------------------
Stephen R. Windom
/s/ Donald W. Thornton
-----------------------------------
* By Donald W. Thornton, acting
pursuant to power of attorney
II-3
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Indenture between Vesta and Southtrust Bank of Alabama, National
Association, dated as of July 19, 1995 (filed as an exhibit to
Vesta's Form 10-K for the year ended December 31, 1995, filed on
March 28, 1996 and incorporated herein by reference (File No. 1-
12338))
4.2 Supplemental Indenture between Vesta and Southtrust Bank of
Alabama, National Association, dated July 19, 1995 (filed as an
exhibit to Vesta's Form 10-K for the year ended December 31,
1995, filed on March 28, 1996 and incorporated herein by
reference (File No. 1-12338))
4.3 Indenture dated as of January 31, 1997, between Vesta and First
Union National Bank of North Carolina, as trustee (filed as an
exhibit to Vesta's Form 10-Q for the quarter ended March 31,
1997, filed on May 13, 1997 and incorporated herein by reference
(File No. 1-12338))
4.4 Amended and Restated Declaration of Trust, dated as of January
31, 1997, of Vesta Capital Trust I (filed as an exhibit to
Vesta's Form 10-Q for the quarter ended March 31, 1997, filed on
May 13, 1997 and incorporated herein by reference (File No. 1-
12338)
4.5 Capital Securities Guarantee Agreement, dated as of January 31,
1997, between Vesta and First Union National Bank of North
Carolina, as trustee (filed as an exhibit to Vesta's Form 10-Q
for the quarter ended March 31, 1997, filed on May 13, 1997 and
incorporated by reference (File No. 1-12338))
5.1 Opinion regarding validity of the shares (filed as an exhibit to
Post Effective Amendment No. 1 to this registration statement,
filed January 31, 2001 and incorporated herein by reference).
10.1 Promissory Note, dated January 26, 2001, in the principal amount
of $32,200,000.
10.2 Pledge Agreement between Vesta and the Birmingham Investment
Group, L.L.C.
10.3 Letter Agreement between Vesta and the Birmingham Investment
Group, L.L.C.
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Grant Thornton LLP
24 Power of Attorney (included in signature page to Post-Effective
Amendment No. 1 filed January 31, 2001)
II-4