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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +--------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| May 31, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
|average burden|
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[x] Form 10-Q [ ] Form N-SAR |response..2.50|
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For Period Ended: June 30, 1998 +--------------+
| SEC File No. |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 001-12338 |
[ ] Transition Report on Form 11-K +--------------+
[ ] Transition Report on Form 10-Q +--------------+
[ ] Transition Report on Form N-SAR | CUSIP No. |
| |
For the Transition Period Ended: ____________________________ +--------------+
[ Read Instruction (on back page) Before Preparing Form. Please Print or Type ]
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Vesta Insurance Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
3760 River Run Drive
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Address of Principal Executive Office (Street and Number)
Birmingham, Alabama 35243
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[x] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
On June 29, 1998, Vesta Insurance Group, Inc. (the "Company") announced that it
would restate historical GAAP results to reflect the impact of accounting
irregularities and the correction of an accounting error. The Company expects to
issue restated consolidated balance sheets as of December 31, 1997 and 1996 and
restated consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1997, audited
by the Company's independent auditors, KPMG Peat Marwick LLP, and unaudited
restated financial statements for the three months ended March 31, 1998, as soon
as practicable. Such restated financial statements, and the auditors report with
respect to the audited portion thereof, are expected to be filed with the
Securities and Exchange Commission on a current report on Form 8-K when issued.
Primarily as a result of this restatement, the Company's independent auditors
have been unable to complete their ordinary review of the Company's results for
the current fiscal quarter. Accordingly, the Company is unable to complete its
preparation of the financial statements for this period within the time period
prescribed for the filing of the Form 10-Q to which this notification relates
without unreasonable effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
James E. Tait (205) 970-7000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [x] Yes [ ] No
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(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company anticipates reporting a loss of approximately $14 million
for the quarter ended June 30, 1998. This loss is largely attributable
to unusually high catastrophe claim activity affecting the property and
casualty insurance industry, generally, as well as the continuation of
an increased level of operating expenses primarily attributable to the
assimilation and administration of the Shelby operations following its
acquisition on June 30, 1997. This loss represents a significant change
from the results of operations from the corresponding period for the
last fiscal year.
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Vesta Insurance Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 14, 1998 By
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James E. Tait
Executive Vice President -
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
+------------------------------------------------------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).