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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 001-12338
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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
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Full Name of Registrant
Vesta Insurance Group, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
3760 River Run Drive
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City, State and Zip Code
Birmingham, Alabama 35243
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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)
The Company has recently discontinued its commercial and reinsurance lines of
business. The complexities in presenting these as discontinued operations and
the Company's ongoing evaluation of the recoverability of its goodwill will
prevent the Company from completing its 1998 annual report on Form 10-K within
the time period prescribed for the filing of such Form 10-K without unreasonable
effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Donald W. Thornton (205) 970-7000
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(Name) (Area Code) (Telephone Number)
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(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.
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The consolidated financial statements of the Company to be included in the
report, which is the subject of this filing, will differ materially from
the consolidated financial statements for the period ended December 31,
1997 as filed in the Company's Form 8-K filed on August 19, 1998. The
significant differences related to the discontinued operations of the
commercial and reinsurance segments, the recoverability of the goodwill
associated with the Company's 1997 acquisition of Anthem Casualty Insurance
Group ("Shelby") and reasons previously discussed in the Company's interim
filings with the Securities and Exchange Commission. The Company and its
auditors have determined that the discontinuance must be accounted for in
accordance with APB 30 "Reporting the Results of Discontinued Operations."
Due to the timing of the Company's decision to discontinue significant
portions of the reinsurance and commercial segments, the Company is still
in the process of determining the amounts to be reported as discontinued
operations. The discontinuance of the commercial segment and the related
deterioration of the operating results of Shelby have resulted in
performance of recoverability analysis of the goodwill associated with the
acquisition in accordance with FAS 121 "Accounting for the Impairment of
Long-Lived Assets and Assets to be Disposed Of." Because of the
uncertainty of the previously discussed items, the Company is unable to
reasonably estimate the differences between the 1997 and 1998 results of
the operations.
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 April 1, 1999 By /s/ James E. Tait
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James E. Tait - Executive
Vice President and Chief
Financial Officer
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ATTACHMENT TO PART II(c)
April 1, 1999
Vesta Insurance Group, Inc.
3760 River Run Drive
Birmingham, Alabama 35243
Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities and Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Vesta Insurance Group, Inc. on April 1,
1999, which contains notification of the Registrant's inability to file its Form
10-K by March 31, 1999. We have read the Company's statements contained in Part
III therein and we agree with the stated reasons as to why we have been unable
to complete our audit and report on the financial statements for the year ended
December 31, 1998, to be included in Form 10-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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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). |
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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).
