<PAGE>
DRAFT
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JUNE 2, 1998
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
JUNE 1, 1998
(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)
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Item 5. Other Events.
On June 1, 1998, the registrant issued a press release, a copy of which is
attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
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99.1 Press release dated June 1, 1998 issued by the
registrant.
SIGNATURE
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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, thereto duly authorized.
Dated as of June 1, 1998.
VESTA INSURANCE GROUP, INC.
/s/ Norman W. Gayle III
--------------------------
By: Norman W. Gayle III
Its: Executive Vice President and
Acting Chief Executive Officer
2
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Exhibit 99.1
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VESTA MAKES ANNOUNCEMENT
BIRMINGHAM, Ala., June 1 /PRNewswire/ -- Vesta Insurance Group, Inc. (NYSE: VTA
- -news; the ``Company'') announced today that it is conducting an internal
investigation, undertaken at its own initiative, into possible accounting
irregularities that are likely to affect its previously reported earnings for
the first quarter of 1998 and the fourth quarter of 1997. The Company indicated
that, although the investigation is in its early stages, it has to date
identified a net financial impact of these issues approximating $15.25 million
affecting these quarters. The investigation is also considering whether the
irregularities affect any of the Company's other previously reported results.
The Company also reported that it had received and accepted the resignation of
Robert Y. Huffman, President and Chief Executive Officer of the Company and a
member of its Board of Directors. The Board of Directors has appointed an
operating committee consisting of R.K. Richey, Norman L. Rosenthal and Clifford
F. Palmer. Norman W. Gayle III, Executive Vice President and Chief Operating
Officer, will serve as the acting Chief Executive Officer.
Mr. Gayle stated that the Company had hired outside counsel, Shereff, Friedman,
Hoffman & Goodman, LLP, to conduct the investigation, and that it intended to
complete the internal investigation as expeditiously as possible. Mr. Gayle also
said that the Company was confident that the results of the investigation would
not impact the overall positive financial health of Vesta nor interfere with its
business.
Vesta Insurance Group, Inc., headquartered in Birmingham, Alabama, is a holding
company for a group of property and casualty insurance companies that offer
reinsurance and primary insurance for personal and commercial risk.
Any statement contained in this release that is not a historical fact, or that
might otherwise be considered an opinion or projection concerning the Company or
its business, whether expressed or implied, is meant as and should be considered
a forward-looking statement as that term is defined in the Private Securities
Litigation Reform Act of 1996. Forward-looking statements are based on the
assumptions and opinions concerning a variety of known and unknown risks. If any
of these assumptions or opinions prove incorrect, any forward-looking statements
made on the basis of such assumptions or opinions may also prove materially
incorrect in one or more respects.
